Common use of Financial Statements, Certificates and Information Clause in Contracts

Financial Statements, Certificates and Information. The Borrower will deliver to the Banks: (a) as soon as practicable, but, in any event not later than 100 days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower as at the end of such year, consolidated statements of cash flows, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the consolidated balance sheet and statement of operations of the Borrower as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of cash flows, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business on the date thereof and the results of operations for the period then ended, subject to year-end adjustments and the exclusion of detailed footnotes; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a certificate in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) promptly following the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the Borrower’s and its Subsidiaries’ stockholders generally; and (e) from time to time such other financial data and other information as any of the Banks may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to the BanksAdministrative Agent (for posting to the Lenders), the following: (a) as soon as practicable, but, in any event not later than 100 ninety (90) days after the end of each fiscal year of the BorrowerParent, the consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated financial statements to be in reasonable detail, prepared prepared, in accordance with GAAP andand certified by the Accountants, which shall not be subject to any “going concern” or similar qualification or exception (other than any such qualification that is based solely on the Indebtedness hereunder becoming current as a result of not having refinanced such Indebtedness prior to the date which is one year before the applicable Maturity Date or Incremental Term Loan Maturity Date therefor) or any qualification or exception as to the scope of the Accountants’ audit if such qualification or exception as to scope is based upon or results from any limitations imposed by the Borrowers or any action (or inaction) of the Borrowers with respect to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default;applicable audit. (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, copies of the consolidated balance sheet sheets and statement of operations of the Borrower Parent and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of cash flows, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower Borrowers (the “CFO” or the “CAO”) that the such consolidated financial statements are were prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, present in all material respects, respects the consolidated financial condition of the Borrower Borrowers and their Subsidiaries as at the close of business on the date thereof and the results of operations for the period then ended, subject to year-end adjustments and the exclusion absence of detailed footnotes; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a certificate in the form of Exhibit D hereto (the “Compliance Certificate”) signed Certificate certified by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and period, setting forth in reasonable detail the computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default existsrequired thereby, provided that that, if the Borrower Borrowers shall at the time of issuance of such Compliance Certificate certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall Borrowers will include in such certificate Compliance Certificate or otherwise deliver forthwith promptly to the Banks Lenders a certificate specifying the nature and period of existence thereof and what action the Borrower proposes Borrowers propose to take with respect thereto; (d) promptly following any request therefor, provide information and documentation reasonably requested by the filing Administrative Agent or mailing thereofany Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, copies including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; (e) as soon as practicable, but in any event not later than 30 days after the commencement of all material each fiscal year of the Parent, a financial nature filed with copy of the Securities annual budget, projections and Exchange Commission or sent to business plan for the Borrower’s Parent and its Subsidiaries’ stockholders generallySubsidiaries for such fiscal year; and (ef) from time to time such other financial data and other information as any (including accountants’ management letters, audit reports or recommendations regarding internal controls provided by the Accountants to the board of directors of the Banks Parent, or any committee thereof) as the Lenders may reasonably request through the Administrative Agentrequest. The Borrower Borrowers hereby authorizes each Bank authorize the Lenders to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities Governmental Authorities where required by lawApplicable Law; provided, however, that the Lenders shall, to the extent practicable and allowable under Applicable Law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks Lenders of any such information which the any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time. Documents required to be delivered pursuant to this Section (to the extent any such documents are included in materials otherwise filed with the SEC and available in XXXXX) may be delivered electronically and if so delivered, except shall be deemed to have been delivered on the date (i) on which the Borrowers post such documents, or provide a link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 10.02; (ii) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which such report is filed electronically with the SEC’s XXXXX system; provided that: the Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Notwithstanding anything contained herein, unless the Administrative Agent otherwise agrees, in every instance the Borrowers shall be required to provide paper copies of the Compliance Certificates required by this Section to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrowers’ Materials”) by posting the Borrowers’ Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrowers hereby agree that, if reasonably requested by the Administrative Agent, the Borrowers will use commercially reasonable efforts to identify that portion of the Borrowers’ Materials that may be distributed to Public Lenders and that (w) all Borrowers’ Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrowers’ Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrowers’ Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to matters specifically the Borrowers or their securities for purposes of Securities Laws (including state securities laws) (provided, however, that to the extent such Borrowers’ Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrowers’ Materials marked “PUBLIC” are permitted thereinto be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrowers’ Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Certificates and Information. The Borrower will deliver to the Banks: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, commencing with the consolidated fiscal year ending December 31, 2021, the audited Consolidated balance sheet of the Borrower as at the end of such year, consolidated statements of cash flows, and the related consolidated audited Consolidated statements of operationsincome, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the consolidated Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by analysis of the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultits Subsidiaries; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of fiscal quarter (including the first three fiscal quarters of each fiscal year fourth quarter) of the Borrower, copies of the consolidated unaudited Consolidated balance sheet and statement of operations of the Borrower as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement unaudited Consolidated statements of income and cash flowsflows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the extent GAAP is applicable Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to interim unaudited financial statements) any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the principal chief financial or accounting officer of the Borrower (the “CFO” or the “CAO”) its Vice President – Finance that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit D F hereto (or in such other form as the “Compliance Certificate”Agent may approve from time to time) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance or non-compliance (as the case may be) with respect to the covenants contained in §9 hereof Section 9.1 and that no Default the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or Event other Investments disposed of Default existsor added during any quarter will be eliminated from or added to, provided that if as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower shall at or its Vice President – Finance that the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include information contained in such certificate or otherwise deliver forthwith to statement fairly presents the Banks a certificate specifying Unencumbered Property Net Operating Income of the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoUnencumbered Properties for such period; (d) promptly following contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission nature, reports or proxy statements sent to the shareholders of the Borrower’s and its Subsidiaries’ stockholders generally; and; (ef) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than November 15 of each year, the Consolidated cash flow projections of the Borrower for the next three years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information as any of the Banks may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to described in this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization Section 8.1 or in Section 8.2 shall not be deemed to be a waiver of any rights to object delivered to the disclosure Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Banks of Borrower with the SEC. If any such information which is not filed or furnished by the Borrower has with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may have under do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the federal Right to Financial Privacy Act of 1978, as in effect Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as to matters specifically permitted thereindetermined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver to the Banks: (a) as soon as practicable, but, in any event not later than 100 92 days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated financial statements to be in reasonable detail, prepared prepared, in accordance with GAAP and, with respect to the consolidated financial statements, certified by Ernst & Young PricewaterhouseCoopers LLP or Xxxxxx Xxxxxxxx LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent Banks (the “"Accountants”"). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 47 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of cash flows, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the “CFO” "CFO or the “CAO”") that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, present the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended, subject to year-end adjustments and the exclusion of detailed it being understood that no such statement need be accompanied by complete footnotes; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a certificate in the form of Exhibit D EXHIBIT F hereto (the “"Compliance Certificate”") signed by the CFO or the CAO or the Borrower’s 's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§Sections 7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §Sections 8.1(d), 8.3, 8.4, 8.5, and 9 hereof and that no Default or Event of Default exists, provided PROVIDED that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with, or promptly following following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the Borrower’s 's and its Subsidiaries’ ' stockholders generally; and (e) from time to time such other financial data and other information as any of the Banks may reasonably request through the Administrative Agentrequest. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; providedPROVIDED, howeverHOWEVER, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements statement of operationsincome and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, with respect and certified, without qualification and without an expression of uncertainty as to the consolidated financial statementsability of the Borrower or any of its Subsidiaries to continue as going concerns, certified by Ernst & Young LLP KPMG Peat Marwick or by other nationally recognized independent auditors selected by the Borrower and reasonably certified public accountants satisfactory to the Administrative Agent (the “Accountants”). In additionAgent, simultaneously therewith, the Borrower shall provide the Banks together with a written statement from such Accountants accountants to the effect that they have read a copy §§9 and 10 of this AgreementCredit Agreement and all the definitions associated therewith, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flowsflow for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each month in each fiscal year of the Borrower, an unaudited monthly consolidated balance sheet and consolidated statement of income of the Borrower and its Subsidiaries for such month prepared in accordance with GAAP (to GAAP, together with a certification by the extent GAAP is applicable to interim unaudited principal financial statements) and or accounting officer of the Borrower that the information contained in such financial statements fairly present, in all material respects, presents the consolidated financial condition of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (cd) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit D hereto (the a “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof 10 and that no Default or Event of Default exists, provided that (if applicable) reconciliations to reflect changes in GAAP since the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBalance Sheet Date; (de) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (f) within forty-five days (45) days of the end of each calendar month and, in any case, simultaneously with the delivery of a Loan Request in accordance with §2.9, and at the times specified in §9.5.2 and at such other times as the Administrative Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, the date of such Loan Request or other date so requested by the Administrative Agent, as the case may be; (g) simultaneously with the delivery of the financial statements referred to in subsection (b) above and at such other times as the Administrative Agent may reasonably request, a summary Accounts Receivable (including Eligible Container Receivables) aging report as of the end of each fiscal quarter of the Borrower, together with a list of account debtors and the associated Accounts Receivable with the largest overdue face amounts as of the end of each fiscal quarter, and otherwise in form and detail satisfactory to the Administrative Agent, together with a list of the twenty (20) account debtors with whom the Borrower transacted the largest volume of business during such fiscal quarter; (h) as soon as practicable, but in any event not later than 45 days after request by the Administrative Agent made after determining in its discretion that an appraisal or reappraisal of the value of Eligible Containers of the Borrower or any Subsidiary of the Borrower is necessary, an appraisal or reappraisal, as the case may be, of the value of such Eligible Containers, which appraisal or reappraisal shall be conducted at the expense of the Borrower or such Subsidiary by an appraiser selected by the Administrative Agent in form and substance satisfactory to the Administrative Agent; (i) simultaneously with the delivery of the financial statements referred to in subsection (a) above and from time to time upon request of the Administrative Agent, a copy of the Borrower’s business plan, budget and financial forecast prepared on a monthly or quarterly basis for the then current fiscal year, all in such form and detail as the Lenders may reasonably request, updating those projections delivered to the Lenders and referred to in §7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this §8.4(i); (j) simultaneously with the delivery of the financial statements referred to in subsection (c) above, a report listing the aggregate number of Containers owned, rented, leased or managed by the Borrower and its Subsidiaries’ stockholders generally; and, together with monthly utilization rate and per diem rental rate information with respect to the Containers in form and detail satisfactory to the Agent; (ek) from time to time such other financial data and other information (including accountants’ management letters) as the Administrative Agent or any of the Banks Lender may reasonably request through request; and (l) simultaneously with the Administrative Agentdelivery thereof to Interpool or other holder of Subordinated Debt, copies of any notices with respect to the Subordinated Debt delivered from time to time to Interpool or such other holder pursuant to the relevant Subordination Documents. The Borrower hereby authorizes each Bank acknowledges that (a) the Administrative Agent and/or the Arranger will make available to disclose the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any information obtained outstanding debt or equity securities that are registered or issued pursuant to this Agreement a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to all appropriate governmental regulatory authorities where required be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by law; marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer, the Swing Line Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, this authorization that to the extent such Borrower Materials constitute Information, they shall not be deemed treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a waiver portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any rights to object Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing or anything to the disclosure by the Banks of any such information which contrary contained herein, the Borrower has or may have shall be under the federal Right no obligation to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinxxxx any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower BGI will deliver to the BanksAdministrative Agent: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower BGI and its Subsidiaries as at the end last day of such fiscal year, consolidated statements of cash flows, and the related consolidated statements statement of operationsincome and consolidated statement of cash flow for such fiscal year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP and(except as required by a change in GAAP or as concurred to by the Accountants), with respect and certified, without qualification and without an expression of uncertainty as to the consolidated financial statementsability of BGI or any of its Subsidiaries to continue as going concerns, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrowers, copies of the unaudited consolidated balance sheet of BGI and statement of operations of the Borrower its Subsidiaries as at the end last day of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flowsflow for the portion of the Borrowers’ fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) BGI that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) position of BGI and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to the absence of footnotes and year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial or accounting officer of BGI in substantially the form of Exhibit D C hereto (the a “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof 10 and that no Default or Event of Default exists, provided that (if applicable) reconciliations to reflect changes in GAAP since the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBalance Sheet Date; (d) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the Borrowerstockholders of any of the Borrowers; (e) upon request of the Administrative Agent, BGI’s and its Subsidiaries’ stockholders generallyannual business plan; and (ef) from time to time such other financial data and other information (including accountants’ management letters) as any of the Banks Administrative Agent may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.

Financial Statements, Certificates and Information. The Borrower will deliver and will cause MCRC to deliver to the BanksAdministrative Agent: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each of its fiscal year years, unless, in the case of MCRC, MCRC has filed for an extension in accordance with §7.4(g) hereof, in which case such annual financial statements shall be due in accordance with the Borrowerproviso to §7.4(g): (i) in the case of MCRLP, the audited consolidated balance sheet of the Borrower as MCRLP and its subsidiaries at the end of such year, consolidated statements of cash flows, and the related audited consolidated statements of operations, owner’s equity (deficit) and cash flows for the year then ended, in each case (except for statements of cash flow and owner’s equity) with supplemental consolidating schedules provided by MCRLP; and (ii) in the case of MCRC, the audited consolidated balance sheet of MCRC and its subsidiaries (including, without limitation, MCRLP and its subsidiaries) at the end of such year, the related audited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended, in each case with supplemental consolidating schedules (except for statements of cash flow and stockholders’ equity) provided by MCRC; each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP GAAP, and, with respect in each case, accompanied by an auditor’s report prepared by the Accountants without a “going-concern” or like qualification or exception and without any qualification or exception as to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from scope of such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultaudit; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the its first three (3) fiscal quarters quarters: (i) in the case of each fiscal year of the BorrowerMCRLP, copies of the unaudited consolidated balance sheet of MCRLP and statement of operations of the Borrower its subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of operations, owner’s equity (deficit) and cash flows for the portion of MCRLP’s fiscal year then elapsed, with supplemental consolidating schedules (except with respect to statements of cash flowsflow and owner’s equity) provided by MCRLP; and (ii) in the case of MCRC, copies of the unaudited consolidated balance sheet of MCRC and its subsidiaries (including, without limitation, MCRLP and its subsidiaries) as at the end of such quarter, the related unaudited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the portion of MCRC’s fiscal year then elapsed, with supplemental consolidating schedules (except with respect to statements of cash flow and stockholders’ equity) provided by MCRC; all in reasonable detail and prepared in accordance with GAAP (to on the extent GAAP is applicable to interim unaudited financial statements) same basis as used in preparation of MCRC’s Form 10-Q statements filed with the SEC, together with a certification by the principal chief financial officer or accounting officer senior vice president of the Borrower (the “CFO” finance of MCRLP or the “CAO”) MCRC, as applicable, that the consolidated information contained in such financial statements are prepared in accordance with GAAP fairly presents the financial position of MCRLP or MCRC (to as the extent GAAP is applicable to interim unaudited financial statementscase may be) and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) (for the fourth fiscal quarter of each fiscal year) above and (b) above(for the first three fiscal quarters of each fiscal year), a certificate statement in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO chief financial officer or senior vice president of finance of the CAO MCRLP or MCRC, as applicable, and (if applicable) reconciliations to reflect changes in GAAP since the Borrower’s corporate treasurerapplicable Financial Statement Date, stating but only to the extent that such changes in GAAP affect the Borrower and its Subsidiaries are financial covenants set forth in §9 hereof; and, in the case of MCRLP, setting forth in reasonable detail computations evidencing compliance with the covenants contained in §§7, 8 8.6 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretohereof; (d) promptly following if requested by the Administrative Agent, a copy of each report (including any so-called letters of reportable conditions or letters of no material weakness) submitted to the Borrower, MCRC or any of their respective Subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, MCRC, or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, MCRC or any other Guarantor or any such Subsidiary; (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower or MCRC (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a Material Adverse Effect; (f) subject to subsection (g) below, contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the Borrower’s and its Subsidiaries’ stockholders generally; andof MCRC; (eg) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of MCRC, copies of the Form 10-K statement filed by MCRC with the SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of MCRC, copies of the Form 10-Q statement filed by MCRC with the SEC for such fiscal quarter, provided that, in either case, if MCRC has filed an extension for the filing of such statements, MCRC shall deliver such statements to the Administrative Agent within ten (10) days after the filing thereof with the SEC which filing shall be within fifteen (15) days of MCRC’s filing for such extension or such sooner time as required to avert a Material Adverse Effect on MCRC; (h) from time to time time, but not more frequently than once each calendar quarter so long as no Default or Event of Default has occurred and is continuing, such other financial data and other information about the Borrower, MCRC, their respective Subsidiaries, the Real Estate and the Partially-Owned Entities as the Administrative Agent or any of the Banks may reasonably request Lender acting through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where Agent may reasonably request, and which is prepared by such Person in the normal course of its business or is required by law; providedfor securities and tax law compliance, howeverincluding pro forma financial statements described in §9.9(b)(ii), this authorization shall not be deemed to be a waiver of any rights to object complete rent rolls for the Unencumbered Properties and summary rent rolls for the other Real Estate, and insurance certificates with respect to the disclosure by Real Estate (including the Banks Unencumbered Properties) and tax returns (following the occurrence of any such information which a Default or Event of Default or, in the Borrower has or may have under case of MCRC, to confirm MCRC’s REIT status), but excluding working drafts and papers and privileged documents; and (i) simultaneously with the federal Right delivery of the financial statements referred to Financial Privacy Act in subsections (a) (for the fourth fiscal quarter of 1978each fiscal year) above and (b) (for the first three fiscal quarters of each fiscal year) above, as updates to Schedule 6.3(a) and Schedule 6.3(c) hereto, and simultaneously with the delivery of the financial statements referred to in effect from time subsection (a) above, updates to time, except as to matters specifically permitted thereinSchedule 6.19 hereto.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, consolidated statements of cash flows, and the related consolidated statements statement of operationsincome and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial and consolidating statements to be in reasonable detail, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect to the consolidated financial statements, and certified without qualification by Ernst & Young LLP Arthxx Xxxexxxx XXX or by other nationally recognized independent auditors selected by the Borrower and reasonably certified public accountants satisfactory to the Administrative Agent (the “Accountants”). In additionAgent, simultaneously therewith, the Borrower shall provide the Banks together with a written statement from such Accountants accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flowsflow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit D EXHIBIT C hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof ss.10 and that no Default or Event of Default exists, provided that (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBalance Sheet Date; (d) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower’s and its Subsidiaries’ stockholders generally; and; (e) from time to time such other financial data and other information as any upon request of the Banks may reasonably request through Agent, projections of the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object and its Subsidiaries updating those projections delivered to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right and referred to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinss.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent with sufficient copies for each of the Lenders: (a) as soon as practicable(i) within fifteen (15) days of the filing of REIT’s Form 10-K with the SEC, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borrowercalendar year, the audited consolidated balance sheet of the Borrower as REIT and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flowsflows for such year, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, together with respect a certification by the chief financial officer or chief accounting officer of REIT, on its behalf, that the information contained in such financial statements fairly presents the financial position of REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the consolidated financial statements, certified scope of the audit by Ernst & Young LLP or by other a nationally recognized independent auditors selected accounting firm reasonably approved by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this AgreementAgent, and that(ii) within a reasonable period of time following request therefor, in making any other information the examination necessary Lenders may reasonably request to said certification, they have obtained no knowledge complete a financial analysis of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultREIT and its Subsidiaries; (b) as soon as practicablewithin fifteen (15) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than 60 sixty (60) days after the end of each of the first three fiscal quarters calendar quarter of each fiscal year of the Borroweryear, copies of the unaudited consolidated balance sheet of REIT and statement of operations of the Borrower as its Subsidiaries, at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income, unaudited consolidated balance sheet and cash flowsflows for the portion of REIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal chief financial officer or chief accounting officer of the Borrower (the “CFO” or the “CAO”) REIT, on its behalf, that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) position of REIT and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement (a “Compliance Certificate”) certified by the chief financial officer or chief accounting officer of REIT, on its behalf, in the form of Exhibit D K hereto (or in such other form as the “Compliance Certificate”Agent may approve from time to time) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance or non-compliance (as the case may be) with respect to the covenants contained in §9 hereof and that no Default or Event the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Default exists, provided that if Exhibit J attached hereto (a “Borrowing Base Certificate”) pursuant to which the Borrower shall at calculate the time amount of issuance the Borrowing Base Appraised Value Limit and the Borrowing Base Availability as of such the end of the immediately preceding calendar quarter. All income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Funds from Operations and Net Operating Income for such calendar quarter, including, without limitation, Net Operating Income for each of the Mortgaged Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or at any other time obtain knowledge of any Default or Event of Defaultchief accounting officer, on its behalf, that the information contained in such statement fairly presents the Funds from Operations and Net Operating Income, including, without limitation, the Borrower shall include in Net Operating Income of each of the Mortgaged Properties, for such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoperiods; (d) promptly following simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the REIT and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a Rent Roll for each of the Mortgaged Properties and a summary thereof in form satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a listing of each tenant that has taken occupancy of such Mortgaged Property during each calendar quarter (including the fourth calendar quarter in each year), (ii) an operating statement for each of the Mortgaged Properties for each such calendar quarter and year to date and a consolidated operating statement for the Mortgaged Properties for each such calendar quarter and year to date (such statements and reports to be in form reasonably satisfactory to Agent), (iii) a copy of each Lease or amendment to any Lease entered into with respect to a Mortgaged Property during such calendar quarter (including the fourth calendar quarter in each year), (iv) financial information from each tenant of a Mortgaged Property reasonably required by Agent to determine compliance with the covenant contained in §9.8, and (v) evidence reasonably required by Agent to determine compliance with the covenant contained in §9.6; (f) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (i) listing the Real Estate owned by REIT, the Borrower and their respective Subsidiaries (or in which REIT, the Borrower or any of their respective Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, and (ii) listing the Indebtedness of REIT, the Borrower and their respective Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is Recourse Indebtedness or Non-Recourse Indebtedness; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature nature, reports or proxy statements sent to the owners of the Borrower or REIT; (h) promptly following Agent’s request, after they are filed with the Securities Internal Revenue Service, copies of all annual federal income tax returns and Exchange Commission amendments thereto of the Borrower and REIT; (i) promptly upon the filing hereof, copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or sent its equivalent) and any annual, quarterly or monthly reports and other statements and reports which the Borrower or REIT shall file with the SEC; (j) notice of any audits pending or threatened in writing with respect to any tax returns filed by the Borrower or REIT promptly following notice of such audit; (k) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Mortgaged Properties; (l) with respect to any Real Estate that is not a Mortgaged Property, the most recent Appraisal of such Real Estate; (m) promptly upon receipt thereof, copies of any and all notices of default under any loan document securing or evidencing a mortgage loan made to the Borrower’s Borrower or any of its Subsidiaries secured by a Lien on Real Estate, if such mortgage loan (i) constitutes Recourse Indebtedness, (ii) constitutes Indebtedness and its Subsidiaries’ stockholders generallyindividually or in the aggregate has an outstanding principal balance in excess of $30,000,000.00, or (iii) has been accelerated; andprovided that this §7.4(n) shall not apply to any Indebtedness incurred in connection with any Excluded Property; (en) within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion; (o) [Intentionally Omitted.] (p) from time to time such other financial data and other information in the possession of REIT, the Borrower or their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against REIT, the Borrower or any of their respective Subsidiaries and any settlement discussions relating thereto (to the extent that disclosure of any such letters, litigation or investigation status or settlement discussions would not waive any applicable privilege), property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or any of its Subsidiaries) as the Banks Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request through of Agent, the Administrative AgentBorrower shall deliver paper copies thereof to Agent and the Lenders. The Borrower hereby authorizes each Bank Agent and Arranger to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information which dissemination system, and the Borrower has or may have under releases Agent and the federal Right to Financial Privacy Act of 1978, as Lenders from any liability in effect from time to time, except as to matters specifically permitted thereinconnection therewith.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but, in any event not later than 100 ninety (90) days after the end of each fiscal year of the BorrowerParent, the consolidated and consolidating balance sheet sheets of the Borrower Parent as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each fiscal quarter of the first three fiscal quarters of each fiscal year of the BorrowerBorrowers, copies of the consolidated and consolidating balance sheet sheets and statement of operations of the Borrower Parent as at the end of such quarter, subject to year-year end adjustments, and the related consolidated statement of cash flows, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, with a certification by the principal financial or accounting officer of the each Borrower (the “CFO” or the “CAO”) that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, present the consolidated financial condition of the Borrower Borrowers as at the close of business on the date thereof (subject to year-end adjustments) and the results of operations for the period then ended, subject to year-end adjustments and the exclusion of detailed footnotes; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a certificate statement in the form of Exhibit D hereto (the “Compliance Certificate”) signed certified by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries Borrowers are in compliance with the covenants contained in §§76, 7 and 8 and 9 hereof hereof, as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default existscompliance, provided that if the Borrower Borrowers shall at the time of issuance of such Compliance Certificate certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes Borrowers propose to take with respect thereto; (d) annually or at such other time as may be requested by the Administrative Agent, copies of the financial statements, financial projections, annual budget and business plan concerning the Borrowers in substantially the same form in which such information is supplied to the boards of directors of the Borrowers; (e) contemporaneously with, or promptly following following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the Borrower’s and its Subsidiaries’ stockholders generallyof the Borrowers; and (e) from time to time such other financial data and other information as any of the Banks may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each Lender, which, for the Bankspurposes of this Section 6.04, may be made available electronically by the Borrowers as provided in the final sentence of this Section 6.04: (a) as soon as practicable, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of NEE Partners or, to the Borrowerextent that audited financial statements are available for OpCo, the consolidated balance sheet of the Borrower NEE Partners or, if available, OpCo, and its subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements of operationsincome and consolidated statements of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year or year-end (commencing with the fiscal year 2015,) as applicable, and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect such consolidated statements to the consolidated financial statements, certified be audited and accompanied by Ernst a report and opinion of Deloitte & Young Touche LLP or by other independent certified public accountants of nationally recognized independent auditors selected standing reasonably acceptable to the Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit. If applicable, the Agent, each Lender and the Issuing Banks hereby agree that the foregoing requirement shall be satisfied by delivery to each Lender of NEE Partners’ annual report on Form 10-K for the period for which such financial statements are to be delivered; (b) for so long as audited financial statements of OpCo are not available as soon as practicable, but in any event not later than one hundred twenty (120) days after the end of each fiscal year of OpCo, the consolidating balance sheet of OpCo and its subsidiaries as at the end of such year, and the related consolidating statements of income and consolidating statements of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year or year-end, as applicable, and all such consolidated statements to be prepared in accordance with generally accepted accounting principles, together with a certification by the Borrower principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo that the information contained in such financial statements fairly presents the financial position of OpCo and reasonably satisfactory to its Subsidiaries as of the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with end of such fiscal year and a written statement from such Accountants the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo to the effect that they have such officer has read a copy of this Agreement, and that, in making the examination necessary to said certification, they have he or she has obtained no knowledge of any Default or (other than, if applicable, a potential Event of DefaultDefault as a result of the failure to comply with the financial covenants set forth in Section 6.13 (provided that OpCo shall have delivered to the Agent a certificate of a Responsible Officer of OpCo certifying as to OpCo’s intention to exercise the Cure Right)), or, if such Accountants officer shall have obtained knowledge of any then existing Default Default, he or Event of Default they she shall disclose in such statement any such Default Default; provided that such officer shall not be liable to the Agent, the Lenders or Event the Issuing Banks for failure to obtain knowledge of any Default; (bc) as soon as practicable, but in any event not later than 60 sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerOpCo, copies of the consolidated unaudited consolidating balance sheet of OpCo and statement of operations of the Borrower its subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement consolidating statements of income and consolidating statements of cash flowsflows for the portion of the fiscal year to which they apply, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) generally accepted accounting principles, together with a certification by the principal financial or accounting officer officer, Treasurer or Assistant Treasurer of OpCo that the information contained in such financial statements fairly presents the financial position of OpCo and its Subsidiaries as of the Borrower end of such quarter (the “CFO” or the “CAO”) that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business on the date thereof and the results of operations for the period then ended, subject to year-end adjustments and the exclusion of detailed footnotes; (c) simultaneously with the delivery of the financial statements referred to in (aadjustments) and a written statement from the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo to the effect that such officer has read a copy of this Agreement, and that, in making the examination necessary to said certification, he or she has obtained no knowledge of any Default (b) aboveother than, if applicable, a certificate in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or potential Event of Default exists, as a result of the failure to comply with the financial covenants set forth in Section 6.13 (provided that OpCo shall have delivered to the Agent a certificate of a Responsible Officer of OpCo certifying as to OpCo’s intention to exercise the Cure Right)), or, if such officer has obtained knowledge of any then existing Default, he or she shall disclose in such statement any such Default; provided that such officer shall not be liable to the Borrower shall at Agent, the time of issuance of such Compliance Certificate Lenders or at any other time the Issuing Banks for failure to obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed by NEE Partners with the Securities and Exchange Commission Commission; (e) promptly after the commencement thereof, Notice of all actions and proceedings before any court, governmental agency or sent arbitrator of the type described in Section 5.06 to the Borrower’s and its Subsidiaries’ stockholders generallywhich any Loan Party is a party or their respective properties are subject; and (ef) from time to time such other financial data and other information as the Agent, any of the Banks Lender or any Issuing Bank may reasonably request through the Administrative Agentrequest. The Borrower hereby authorizes each Bank Reports or financial information required to disclose any information obtained be delivered pursuant to this Agreement Section 6.04 shall, to all appropriate governmental regulatory authorities where required by law; providedthe extent any such financial statements, howeverreports, this authorization shall not proxy statements or other materials are included in materials otherwise filed with the Securities and Exchange Commission, be deemed to be a waiver delivered hereunder on the date of any rights to object to the disclosure by the Banks of any such information which the Borrower has or filing, and may have under the federal Right to Financial Privacy Act of 1978, also be delivered electronically as provided in effect from time to time, except as to matters specifically permitted thereinSection 11.02.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent: (a) as soon as practicable, but, in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrowercalendar year, the consolidated audited Consolidated balance sheet of the Borrower as REIT Guarantor and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flowsflows for such year, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, together with respect a certification by an Authorized Officer or the chief financial officer or accounting officer of the REIT Guarantor that the information contained in such financial statements fairly presents in all material respects the financial position of the REIT Guarantor and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the consolidated financial statements, certified scope of the audit by Ernst & Young a member firm of PriceWaterhouseCoopers LLP or by other another nationally recognized independent auditors selected by the Borrower and accounting firm reasonably satisfactory acceptable to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreementin its reasonable discretion, and that, in making any other information the examination necessary Agent may reasonably request to said certification, they have obtained no knowledge complete a financial analysis of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultREIT and its Subsidiaries; (b) as soon as practicable, but in any event not later than 60 sixty (60) days after the end of each of the first three fiscal quarters calendar quarter of each fiscal year of the Borroweryear, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower REIT Guarantor and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income and cash flowsflows for the portion of the REIT Guarantor’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by an Authorized Officer or the principal chief financial officer or accounting officer of the Borrower (the “CFO” or the “CAO”) REIT Guarantor that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, presents in all material respects, respects the consolidated financial condition position of the Borrower as at the close of business REIT Guarantor and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above a statement (a “Compliance Certificate”) certified by an Authorized Officer or the chief financial officer or chief accounting officer of Guarantor in the form of Exhibit G hereto (or in such other form as the Agent may reasonably approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9 and (i) setting forth each parcel of Real Estate of the Credit Parties that is an Unencumbered Property or a Suspended Unencumbered Property and certifying (subject to the qualifications set forth in clause (ii) herein); and (ii) certifying that each Unencumbered Property (other than any Suspended Unencumbered Property) used in the calculation of the covenants contained in §9 meets each of the criteria for qualification as an Unencumbered Property except as the Required Lenders have otherwise agreed in writing. All income, expense, debt and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Net Operating Income for such calendar quarter for each of the Unencumbered Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by an Authorized Officer or the chief financial officer or chief accounting officer of REIT Guarantor that the information contained in such statement fairly presents in all material respects Net Operating Income of the Unencumbered Properties for such periods; (d) simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000 or more of the Credit Parties which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a certificate Rent Roll for each of the Unencumbered Properties and a summary thereof in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof reasonably satisfactory to Agent as of the end of each calendar quarter (including the applicable period fourth calendar quarter in each year), and setting forth (ii) an operating statement for each of the Unencumbered Properties for each such calendar quarter and year to date and a consolidated operating statement for the Unencumbered Properties for each such calendar quarter and year to date (such statements and reports to be in reasonable detail computations evidencing such compliance with respect form reasonably satisfactory to the covenants contained in §9 hereof and that no Default or Event of Default existsAgent), provided that including (if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks requested by Agent) a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoreceivables aging; (df) intentionally omitted; (g) if reasonably requested by Agent or Lenders, promptly following after they are filed with the filing or mailing thereofInternal Revenue Service, copies of all material annual federal income tax returns and amendments thereto of a financial nature the Borrower; (h) copies of all reports and notices reported to shareholders of the REIT Guarantor must be provided to the Agent within fifteen (15) days from the date shareholders are presented materials, provided that any item that is filed via Form 8K or otherwise publicly available through the SEC shall be treated as being delivered to the Agent; (i) promptly upon the filing hereof, copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements and reports which Borrower or any Guarantor shall file with the Securities SEC; (j) not later than December 15 of each year, a budget and Exchange Commission or sent business plan for the Guarantor and each Unencumbered Property for the next calendar year; (k) to the Borrower’s and its Subsidiaries’ stockholders generallyextent requested by Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (l) prompt written notice of any change in the information provided in the Beneficial Ownership Certification delivered to any Lender that would result in a change to the list of beneficial owners identified in such certification; and (em) from time to time such other financial data and information in the possession of the REIT Guarantor or their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Credit Parties and any settlement discussions relating thereto (unless the Borrower in good faith believe that such disclosure could result in a waiver or loss of attorney work product, attorney-client or any other applicable privilege), property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Credit Parties) as the Agent or Lenders may reasonably request. The Borrower shall reasonably cooperate with the Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Agent (collectively, “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information.” Unless and until Agent or the Banks Lenders receive written notification to the contrary, Borrower hereby designates all Information Materials as “Private Information” for purposes of this Section and this Agreement. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request through of Agent, the Administrative Borrower shall deliver paper copies thereof to Agent. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials, including without limitation the Information Materials through the use of DebtX, DebtDomain, Intralinks, SyndTrak or any other electronic information dissemination system (an “Electronic System”). Any such Electronic System is provided “as is” and “as available.” The Agent and the Arranger do not warrant the adequacy of any Electronic System and expressly disclaim liability for errors or omissions in any notice, demand, communication, information or other material provided by or on behalf of Borrower that is distributed over or by any such Electronic System (“Communications”). No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by Agent or the Arranger in connection with the Communications or the Electronic System. In no event shall the Agent, the Arranger or any of their directors, officers, employees, agents or attorneys have any liability to the Borrower or the Guarantors, any Lender or any other Person for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s or any Arranger’s transmission of Communications through the Electronic System, and the Borrower and the Guarantors release Agent, the Arranger and the Lenders from any liability in connection therewith. Certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities. The Borrower hereby authorizes each Bank agrees that it will identify that portion of the Information Materials that may be distributed to disclose the Public Lenders and that (i) all such Information Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Information Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Lenders and the Arranger to treat such Information Materials as not containing any material non-public information obtained pursuant with respect to this Agreement to all appropriate governmental regulatory authorities where required by law; the Borrower, its Subsidiaries, its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, this authorization that to the extent such Information Materials constitute confidential information, they shall not be deemed treated as provided in §18.7); (iii) all Information Materials marked “PUBLIC” are permitted to be made available through a waiver portion of any rights electronic dissemination system designated “Public Investor” or a similar designation; and (iv) the Agent and the Arranger shall be entitled to object to the disclosure by the Banks treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any such information which the Borrower has electronic dissemination system not designated “Public Investor” or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereina similar designation.

Financial Statements, Certificates and Information. The Borrower and the Trust will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 one hundred (100) days after the end of each fiscal year of the BorrowerTrust, the consolidated audited Consolidated balance sheet of the Borrower as Trust and its Subsidiaries at the end of such year, consolidated statements of cash flows, and the related consolidated audited Consolidated statements of operationsincome, changes in shareholder’s equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, and accompanied by an auditor’s report prepared without qualification by Xxxxx Xxxxxxxx LLP, or by another nationally recognized accounting firm, the Form 10-K of the Trust filed with respect the SEC (unless the SEC has approved an extension, in which event the Trust will deliver to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower Agent and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide each of the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreementthe Form 10-K simultaneously with delivery to the SEC), and that, in making any other information the examination necessary Banks may need to said certification, they have obtained no knowledge complete a financial analysis of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultthe Trust and its Subsidiaries; (b) as soon as practicable, but in any event not later than 60 fifty-five (55) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerBorrower and the Trust, respectively, copies of the consolidated unaudited Consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries and the Trust and its Subsidiaries, respectively, as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement unaudited Consolidated statements of income, changes in shareholder’s equity and cash flowsflows for the portion of the Borrower’s and the Trust’s, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (which, as to the extent GAAP is applicable Trust, may be provided by inclusion in the Form 10-Q of the Trust for such period provided pursuant to interim unaudited financial statementssubsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower (and the “CFO” or the “CAO”) Trust, respectively, that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) position of such Person and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the exclusion of detailed footnotesBanks by the Trust; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Trust in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Trust will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than fifty-five (55) days after the end of the first three (3) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower and the Mortgaged Properties, prepared on a basis consistent with the statement furnished pursuant to §6.4 together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries and the Mortgaged Properties for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement (a “Compliance Certificate”) certified by the principal financial or accounting officer of Trust and of the general partner of the Borrower in the form of Exhibit D I hereto (or in such other form as the “Compliance Certificate”Agent may approve from time to time) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are setting forth in reasonable detail computations evidencing compliance with the covenants contained in §§79 and the other covenants described therein, 8 and 9 hereof as of (if applicable) reconciliations to reflect changes in GAAP since the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Balance Sheet Date. With each Compliance Certificate or at any other time obtain knowledge of any Default or Event of DefaultCertificate, the Borrower shall include in such certificate or otherwise also deliver forthwith to the Banks a certificate specifying (a “Borrowing Base Property Certificate”) executed by the nature and period chief financial officer of existence thereof and what action the general partner of the Borrower proposes that (i) lists each of the Mortgaged Properties, and certifies that all Mortgaged Properties so listed fully qualify as such under the applicable criteria in this Agreement, lists any additions or removals of Mortgaged Properties during such accounting period, as appropriate, and includes such information as Agent may reasonably require to take with respect thereto;determine the economic and physical occupancy of said Mortgaged Properties and the aggregate Borrowing Base Availability and the Operating Cash Flow from such Mortgaged Properties during such period, and (ii) lists each New Development Activity and New Redevelopment Activities. (df) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the stockholders of the Trust or the partners of the Borrower’s ; (g) as soon as practicable but in any event not later than fifty five (55) days after the end of each of the first three (3) fiscal quarters of the Borrower, an updated Rent Roll for each Mortgaged Property and operating statements and, to the extent available to Borrower or its Subsidiaries, tenant sales reports with respect to the Mortgaged Properties with respect to such fiscal quarter, such statements and reports to be in form reasonably satisfactory to the Agent; (h) as soon as practicable but in any event not later than one hundred (100) days after the end of the fourth fiscal quarter of the Borrower, an updated Rent Roll for each Mortgaged Property and rolling four (4) quarter operating statements and, to the extent available to Borrower or its Subsidiaries, tenant sales reports with respect to the Mortgaged Properties, such statements and reports to be in form reasonably satisfactory to the Agent, together with copies of any Leases entered into with respect to a Mortgaged Property not otherwise required to be delivered to Agent pursuant to §7.21; (i) evidence that all real estate taxes and other assessments relating to the Mortgaged Property have been timely paid, except for those being contested as provided in §7.8; (j) [Intentionally omitted]; (k) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Trust; (l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower, the Guarantors or their respective Subsidiaries and Unconsolidated Affiliates (or in which the Borrower, the Guarantors or their respective Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries and Unconsolidated Affiliates (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower, the Guarantors or their respective Subsidiaries or Unconsolidated Affiliates which are under “development” (as used in §8.9) and providing a brief summary of the status of such development; (n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year and a budget for each Mortgaged Property; (o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries’ stockholders generallySubsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder’s equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Trust); and (ep) from time to time such other financial data and other information as any in the possession of the Banks Borrower, the Guarantors or their respective Subsidiaries (including without limitation auditors’ management letters, property inspection and environmental reports and other legal and regulatory changes affecting the Borrower or the Guarantors) as the Agent may reasonably request through the Administrative Agentrequest. The Borrower hereby authorizes each Bank Any material to disclose any information obtained be delivered pursuant to this Agreement §7.4 may be delivered electronically directly to all appropriate governmental regulatory authorities where required by law; providedAgent and the Banks provided that such material is in a format reasonably acceptable to Agent, however, this authorization and such material shall not be deemed to be a waiver of any rights have been delivered to object to the disclosure by Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, Borrower and the Trust shall deliver paper copies thereof to Agent and the Banks. Borrower and the Trust authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information which dissemination system, and the Borrower has or may have under and the federal Right to Financial Privacy Act of 1978, as Trust release Agent and the Banks from any liability in effect from time to time, except as to matters specifically permitted thereinconnection therewith.

Financial Statements, Certificates and Information. The Borrower will deliver to the BanksAgent: (a) as soon as practicable, but, in any event not later than 100 one hundred (100) days after the end of each fiscal year of Borrower the Borrower, the consolidated balance sheet audited financial statements of Borrower required under Section 8.3(a)(i) of the Borrower as at the end of such year, consolidated statements of cash flows, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Partnership Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 sixty (60) days after the end of each fiscal quarter of Borrower (excluding the first three fourth fiscal quarters of quarter in each fiscal year of the Borroweryear), copies of the consolidated balance sheet and statement of operations of the Borrower as at of the end of such quarter, subject to year-end adjustments, and the related consolidated statement statements of income, changes in capital and cash flowsflows for the portion of Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to other than the extent GAAP is applicable to interim unaudited financial statements) inclusion of footnotes); together with a certification by the principal financial or accounting officer Principal Accounting Officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presentpresents, in all material respects, the consolidated financial condition position of the Borrower as at the close of business on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) aboveof this §7.4, a certificate statement (a “Compliance Certificate”) certified by the Principal Accounting Officer of Borrower in the form of Exhibit D B hereto (the “Compliance Certificate”or in such other form as Agent may approve from time to time) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are setting forth in reasonable detail computations evidencing compliance with the covenants contained in §§7, 8 9 and 9 hereof as the other covenants described therein; (d) concurrently with the delivery of the end financial statements described in subsections (a) and (b) of this §7.4, a certificate signed by the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect Principal Accounting Officer of Borrower to the covenants contained in §9 hereof effect that, having read this Agreement, and that no Default or Event of Default existsbased upon an examination which such officer deems sufficient to enable such officer to make an informed statement, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge officer is not aware of any Default or Event of Default, the Borrower shall include in or if such certificate Default or otherwise deliver forthwith to the Banks a certificate Event of Default has occurred, specifying the nature and period of existence thereof and what action the Borrower proposes to take facts with respect thereto; (de) promptly following the filing or mailing thereofif requested by Agent, copies of all material annual federal income tax returns and amendments thereto of Borrower; (f) not later than March 1 of each year during the term of the Loan, the budget for Borrower for such calendar year. Such budget shall be in form reasonably satisfactory to Agent, shall have been approved by the limited partners of Borrower if and to the extent required by the Partnership Agreement, and shall be submitted to Agent together with a financial nature filed narrative description of the assumptions upon which the budget is based and such other information as Agent may request; (g) simultaneously with the Securities and Exchange Commission delivery of the Compliance Certificate referred to in subsection (c) of this §7.4, an updated Schedule 6.20(g) reflecting the addition or sent to the Borrower’s and its Subsidiaries’ stockholders generallyexpiration or termination of any material agreements described in §6.20(g) or a certification from Borrower that there have been no changes in that Schedule; and (eh) from time to time such other financial data and other information pertaining to Borrower, the LGS Assets and the Mortgaged Properties, as Agent or any of the Banks Lender may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank from time to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by lawtime; provided, however, this authorization that the foregoing requirement shall not be deemed construed as requiring Borrower to deliver information from the Lessee that is not required to be a waiver of any rights to object delivered by Lessee pursuant to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinUltra Lease.

Financial Statements, Certificates and Information. The Borrower will deliver and cause BPI to (and BPI will) deliver (as applicable) to the BanksAgent: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the BorrowerBPI, the audited consolidated balance sheet of the Borrower as BPI and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in shareholder’s equity and cash flowsflows for the year then ended, and the related consolidated statements of operationsin each case, each setting forth in comparative form the figures as of the end of and for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP which may be provided by inclusion in the Form 10-K of BPI filed with the SEC for such period provided pursuant to clause (g) below), and, in each case, accompanied by an auditor’s report prepared without qualification by the Accountants other than a qualification solely with respect to internal controls over financial reporting as required under Section 404 of the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultSarbanes Oxley Act; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three its March 31, June 30 and September 30 fiscal quarters of each fiscal year of the Borrowerquarters, copies of the unaudited consolidated balance sheet of BPI and statement of operations of the Borrower its Subsidiaries, as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income, changes in shareholders’ equity and cash flowsflows for the portion of BPI’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (which may be provided by inclusion in the Form 10-Q of BPI filed with the SEC for such period provided pursuant to the extent GAAP is applicable to interim unaudited financial statementsclause (g) below), together with a certification by an Authorized Officer that is the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) BPI that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) position of BPI and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion none of detailed footnoteswhich shall be materially adverse); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a certificate Compliance Certificate in the form of Exhibit D C-1 hereto (the “Compliance Certificate”) signed by an Authorized Officer that is the CFO principal financial or the CAO or the Borrower’s corporate treasureraccounting officer of BPI, stating that the Borrower which Compliance Certificate and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect each other Compliance Certificate required pursuant to the covenants contained in §9 hereof terms of this Agreement shall be delivered by electronic communication, including fax or email, unless the Agent or a Bank requests executed originals, and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of each such Compliance Certificate or at any other time obtain knowledge so delivered shall be deemed to be an original authentic counterpart thereof for all purposes, and (if applicable) reconciliations to reflect changes in GAAP since the date of any Default or Event such financial statements and (ii) a quarterly worksheet in the form of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoExhibit C-1A; (d) promptly following as they become available, a copy of each report (including any so-called management letters) submitted to the Borrower or BPI by the Accountants in connection with each annual audit of the books of the Borrower or BPI by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower or BPI; (e) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, assets, financial condition or prospects, or operations of BPLP, BPI or, taken as a whole, the BP Group; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the Borrower’s and its Subsidiaries’ stockholders generally; andof BPI; (eg) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of BPI, copies of the Form 10-K statement filed by BPI with the SEC for such fiscal year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each fiscal quarter of BPI copies of the Form 10-Q statement filed by BPI with the SEC for such fiscal quarter, provided that, in either case, if the SEC has granted an extension for the filing of such statements, BPI shall deliver such statements to the Agent within ten (10) days after the filing thereof with the SEC; (h) from time to time such other financial data and other information about the Borrower, BPI, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Entities as the Agent or any Bank (through the Agent) may reasonably request, including, without limitation, complete rent rolls, existing environmental reports, and insurance certificates with respect to the Real Estate Assets; (i) Intentionally Deleted; and (j) as soon as practicable, but in any event not later than ninety (90) days after the end of the Banks may reasonably request through fiscal year of BPLP, the Administrative Agentaudited balance sheet of BPLP at the end of each such year, and the related audited statements of income, changes in partners’ capital and cash flows for the year then ended, in each case setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by an Authorized Officer that is the principal financial or accounting officer of BPLP that the information contained in such financial statements fairly presents the financial position of BPLP on the date thereof, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the March 31, June 30 and September 30 fiscal quarters of BPLP, the unaudited balance sheet of BPLP at the end of each such quarter, and the related unaudited statements of income, changes in partners’ capital and cash flows for the quarter then ended, in each case setting forth in comparative form the figures for the previous fiscal quarter and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by an Authorized Officer that is the principal financial or accounting officer of BPLP that the information contained in such financial statements fairly presents the financial position of BPLP on the date thereof (subject to year-end adjustments none of which shall be materially adverse). The Notwithstanding any provision of this §8.4, for so long as BPI is publically traded on the New York Stock Exchange, the Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver have satisfied its obligations under subsections (a), (b), (f), (g) and (j) of any rights this §8.4 by timely filing its Form 10-Q and Form 10-K with the SEC for each applicable period, provided that, with respect to object to the disclosure by the Banks of any such information which subsections (a) and (b) above, the Borrower has or may have under delivered to the federal Right Agent within the time periods required therefor and referred to Financial Privacy Act of 1978in subsections (a) and (b), as in effect from time to time, except as to matters specifically permitted thereinthe statement required by subsection (c) above.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, the consolidated audited balance sheet of the Borrower as at the end of such year, consolidated statements of cash flows, and the related consolidated statements audited statement of operationsincome, statement of changes in shareholders, equity and statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGenerally Accepted Accounting Principles, with respect and accompanied by an auditor's report prepared without qualification by or by an independent certified public accountant reasonably acceptable to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultAgent; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, copies of the consolidated unaudited balance sheet and statement of operations sheets of the Borrower as at the end of such quarter, subject to year-end adjustments, and the related consolidated unaudited statement of income, statement of changes in shareholders' equity and statement of cash flowsflows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) Generally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , for each of the Mortgaged Properties: (i) a rent roll dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent, (ii) a statement of the Net Operating Income for each Mortgaged Property for such fiscal quarter and year to date and (iii) after the last quarter of each year, a detailed statement of all income and expenses for Each Mortgaged Property for such year; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate in the form of Exhibit D hereto (the “Compliance Certificate”; (e) signed by the CFO or the CAO or the Borrower’s corporate treasureras soon as practicable, stating that the Borrower and its Subsidiaries are but in compliance with the covenants contained in §§7, 8 and 9 hereof as of any event not later than ninety (90) days after the end of each fiscal year of the applicable period Borrower, copies of the Form 10-K statement filed with the Securities and setting forth Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in reasonable detail computations evidencing any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default existsfiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall at the time of issuance of deliver such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith statements to the Banks a certificate specifying Agent simultaneously with the nature and period of existence filing thereof and what action with the Borrower proposes to take with respect theretoSEC; (df) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the Securities SEC, and Exchange Commission or sent each Lender will be included on Borrower's mailing list so that it will receive copies of all press releases issued by the Borrower; (g) as soon as practicable, but in any event not later than sixty (60) days prior to the Borrower’s beginning of each fiscal year of the Borrower a cash flow budget for the Borrower and its Subsidiaries’ stockholders generallya property budget for each Mortgaged Property for such fiscal year; and (eh) from time to time such other financial data and other information as any of the Banks Agent may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.request;

Financial Statements, Certificates and Information. The Borrower Parent and the Borrowers will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the BorrowerParent, the consolidated balance sheet of the Borrower Parent and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements statement of operationsincome and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect to the consolidated financial statements, and certified without qualification by Ernst Coopers & Young Xxxxxxx LLP or by other nationally independent certified public accountants of recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In additionnational standing, simultaneously therewith, the Borrower which statements shall provide the Banks with include a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of footnote which identifies any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower Parent and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flowsflow for the portion of the Parent's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) generally accepted accounting principles, together with a certification by the principal financial or accounting officer officers of each of the Borrower (Borrowers and the “CFO” or the “CAO”) Parent that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business Parent and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with promptly upon the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial or accounting officers of the Borrowers and the Parent in substantially the form of Exhibit D C attached hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations (i) calculating the Leverage Ratio for purposes of determining the Applicable Margin and (ii) evidencing such compliance with respect to the covenants contained in §9 (S)10 hereof and that no Default or Event of Default exists, provided that (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBalance Sheet Date; (d) promptly following upon the filing or mailing thereof, copies of all material information of a financial nature filed with the Securities and Exchange Commission or sent to the Borrower’s and its Subsidiaries’ stockholders generally; andof the Parent; (e) from time to time such other financial data and other information (including accountants' management letters) as the Agent or any Bank may reasonably request; and (f) once each calendar year, or more frequently as determined by the Agent or the Majority Banks, upon the request of the Agent or the Majority Banks, the Borrowers will, at their own expense, obtain and deliver to the Agent and the Banks may reasonably request through appraisal reports in form and substance and from appraisers satisfactory to the Administrative Agent, stating the then current fair market values of all or any portion of the Vessels subject to a Vessel Mortgage, provided, that no more than one such appraisal per calendar year shall be conducted and made at the expense of the Borrowers. The Borrower hereby authorizes first such appraisal following the Closing Date shall be completed by January 31, 1999. Such appraisal may include an inspection of each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required such Vessel by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure marine engineers or other surveyors selected by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as Agent in effect from time to time, except as to matters specifically permitted thereinits sole discretion.

Financial Statements, Certificates and Information. The Borrower LTI will deliver or cause to be delivered or otherwise made available through electronic media (provided that LTI shall give prior written notice to each Lender of such availability) to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 one hundred five (105) days after the end of each fiscal year of the BorrowerLTI, the consolidated and consolidating balance sheet sheets of the Borrower LTI and its Subsidiaries, each as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating statements of operationsincome and cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial and consolidating statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, with respect and certified, without an expression of uncertainty as to the consolidated financial statementsability of LTI or any of its Subsidiaries to continue as going concerns, certified by Ernst & Young LLP or by other a nationally recognized firm of independent auditors selected by the Borrower and reasonably certified public accountants satisfactory to the Administrative Agent (the “Accountants”). In additionAgent, simultaneously therewithtogether, the Borrower shall provide the Banks for each fiscal year ending on or after December 31, 2004, with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and thattheir accountants’ management letter for such fiscal year (or, in making lieu thereof, copies of LTI’s Annual Report on Form 10-K as filed with the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if SEC containing such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultfinancial statements and information); (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerLTI, copies of the unaudited, management-prepared consolidated and consolidating balance sheet of LTI and statement of operations of the Borrower its Subsidiaries, each as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement and consolidating statements of income and cash flowsflow for the portion of LTI’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) LTI that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) position of LTI and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments adjustments) year (or, in lieu thereof, copies of LTI’s Quarterly Report on Form 10-Q as filed with the SEC containing such financial statements and the exclusion of detailed footnotesinformation); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial or accounting officer of LTI in substantially the form of Exhibit D hereto (the a “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof Section 10 and that no Default or Event of Default exists, provided that (if applicable) reconciliations to reflect changes in GAAP since the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBalance Sheet Date; (d) promptly following within forty-five (45) days after the filing or mailing thereofend of each fiscal quarter and fiscal year of LTI, copies a summary Accounts Receivable aging report with respect to all work performed by the Borrowers, which report shall separately list the Accounts Receivable account debtors for each of the Domestic Borrowers and the Foreign Borrowers; (e) as soon as available and in no event later than March 31st of each fiscal year of LTI, financial projections of LTI and its Subsidiaries for such fiscal year (on a quarter-by-quarter basis), including (i) statements of forecasted consolidated income and cash flows for LTI and its Subsidiaries for each fiscal quarter in such fiscal year and a forecasted consolidated balance sheet of LTI and its Subsidiaries as of the last day of each fiscal quarter in such fiscal year, and (ii) statements of forecasted consolidated income and cash flows for LTI and its Subsidiaries for such fiscal year and a forecasted consolidated balance sheet of LTI and its Subsidiaries as of the last day of such fiscal year, together (in the case of clauses (i) and (ii)) with supporting assumptions which were reasonable when made, all material of a financial nature filed prepared in good faith in reasonable detail and consistent with the Securities LTI’s past practices in preparing projections and Exchange Commission or sent otherwise reasonably satisfactory in scope to the Borrower’s and its Subsidiaries’ stockholders generallyAdministrative Agent; and (ef) from time to time such other financial data and other information as regarding the operations and financial condition of LTI or any of its Subsidiaries as the Banks Administrative Agent or any Lender may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, the consolidated audited balance sheet of the Borrower as at the end of such year, consolidated statements of cash flows, and the related consolidated statements audited statement of operationsincome, statement of changes in shareholders, equity and statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGenerally Accepted Accounting Principles, with respect and accompanied by an auditor’s report prepared without qualification by or by an independent certified public accountant reasonably acceptable to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultAgent; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, copies of the consolidated unaudited balance sheet and statement of operations sheets of the Borrower as at the end of such quarter, subject to year-end adjustments, and the related consolidated unaudited statement of income, statement of changes in shareholders’ equity and statement of cash flowsflows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) Generally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with, for each parcel of Real Estate: (i) a rent roll dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent, (ii) a statement of the Net Operating Income for each parcel of Real Estate for such fiscal quarter and year to date and (iii) after the last quarter of each year, a detailed statement of all income and expenses for each parcel of Real Estate for such year; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate in the form of Exhibit D hereto (the “Compliance Certificate”; (e) signed by the CFO or the CAO or the Borrower’s corporate treasureras soon as practicable, stating that the Borrower and its Subsidiaries are but in compliance with the covenants contained in §§7, 8 and 9 hereof as of any event not later than ninety (90) days after the end of each fiscal year of the applicable period Borrower, and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained extent not previously provided pursuant to this §7.4, copies of the Form 10-K statement filed with the Securities and Exchange Commission (“SEC”) for such fiscal year, and as soon as practicable, but in §9 hereof and that no Default or Event any event not later than forty-five (45) days after the end of Default existseach fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall at the time of issuance of deliver such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith statements to the Banks a certificate specifying Agent simultaneously with the nature and period of existence filing thereof and what action with the Borrower proposes to take with respect theretoSEC; (df) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the Securities SEC, and Exchange Commission or sent each Lender will be included on Borrower’s mailing list so that it will receive copies of all press releases issued by the Borrower; (g) as soon as practicable, but in any event not later than sixty (60) days prior to the Borrower’s beginning of each fiscal year of the Borrower a cash flow budget for the Borrower and its Subsidiaries’ stockholders generallya property budget for each parcel of Real Estate for such fiscal year; and (eh) from time to time such other financial data and other information as any of the Banks Agent may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.request;

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent, in form and substance satisfactory to the Agent: (a) as soon as practicablewithin ten (10) days of the filing of REIT’s Form 10-K with the SEC, butif applicable, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrowercalendar year, the audited consolidated balance sheet of the Borrower as REIT and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, shareholders’ equity, changes in capital and cash flowsflows for such year, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, together with respect a certification by the chief financial officer of the REIT, that the information contained in such financial statements fairly presents the financial position of REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the consolidated financial statements, certified scope of the audit by Ernst & Young LLP or by other a nationally recognized independent auditors selected accounting firm reasonably approved by the Agent and who shall have authorized REIT to deliver such financial statements and certifications thereof to the Agent; provided, however, that following an IPO Event, the Form 10-K filed with or furnished to the SEC by the Borrower (and reasonably satisfactory which is available online at the website of the SEC at xxxx://xxx.xxx.xxx) shall be deemed to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, have been provided by the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of under this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultreporting requirement; (b) as soon as practicablewithin ten (10) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal (3) calendar quarters of each fiscal year of the Borroweryear, copies of the unaudited consolidated balance sheet of REIT and statement of operations of the Borrower as its Subsidiaries, at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income, unaudited consolidated balance sheet and cash flowsflows for the portion of REIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal chief financial or accounting officer of the Borrower (the “CFO” or the “CAO”) REIT that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) position of REIT and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments adjustments); provided, however, that following an IPO Event, the Form 10-Q filed with or furnished to the SEC by the Borrower (and which is available online at the exclusion website of detailed footnotesthe SEC at xxxx://xxx.xxx.xxx) shall be deemed to have been provided by the Borrower under this reporting requirement; (c) simultaneously with the delivery of the financial statements referred to in (a§§7.4(a) and 7.4(b), (bi) above, a certificate statement (a “Compliance Certificate”) certified by the chief financial officer of REIT in the form of Exhibit D H hereto (or in such other form as the Agent may reasonably approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date, and (ii) a statement of Cash Available for Distribution for the relevant period. The Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Exhibit G attached hereto (a “Compliance Borrowing Base Certificate”) signed pursuant to which the Borrower shall calculate the amount of the Borrowing Base Mortgage Loan Amount, Debt Yield and the Borrowing Base Availability as of the end of the immediately preceding calendar quarter, and (iii) a calculation of the component of Adjusted Net Operating Income described in clause (b) of the definition thereof and whether the applicable property is an EBITDAR Stabilized Property or a Newly-Built Property, together with such supporting information as Agent may request (including financial statements of the applicable tenant or Operator). All income, expense and value associated with Real Estate or other Investments acquired or disposed of during any quarter will be adjusted, where applicable. Such Borrowing Base Certificate shall specify whether there are any monetary or other defaults under Major Leases at a Borrowing Base Asset or defaults under Borrowing Base Loans; (d) simultaneously with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b), (i) a Rent Roll for each of the Borrowing Base Properties as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a listing of each tenant that has taken occupancy of each such Borrowing Base Property during each calendar quarter (including the fourth calendar quarter in each year), (ii) an operating statement (including payor mix statistics) for each of the Borrowing Base Properties for each such calendar quarter and year to date and a consolidated operating statement for the Borrowing Base Properties for each such calendar quarter and year to date (such statements and reports to be in form reasonably satisfactory to the Agent), (iii) a copy of each Lease or amendment to any Lease entered into with respect to a Borrowing Base Property during such calendar quarter (including the fourth calendar quarter in each year), (iv) financial information from each tenant of a Borrowing Base Property reasonably required by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in Agent to determine compliance with the covenants contained in §§79 and the other covenants described in such certificate, 8 and 9 hereof as of (v) other evidence reasonably required by the end of the applicable period and setting forth in reasonable detail computations evidencing such Agent to determine compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include covenants described in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretocertificate; (de) promptly following simultaneously with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b) above, a statement (i) listing the Real Estate owned by REIT and its Subsidiaries (or in which REIT or any of its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, and whether such Real Estate constitutes a Land Asset or a Development Property, (ii) listing the Indebtedness of REIT and its Subsidiaries (excluding Indebtedness of the type described in §§8.1(a), 8.1(c), 8.1(d) and 8.1(f)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is Recourse Indebtedness or Non-Recourse Indebtedness, and (iii) performance data with respect to the Borrowing Base Loans and associated collateral, including, without limitation, outstanding principal balances, any outstanding delinquencies or defaults, and prepayments in whole or in part, and status of leasing or occupancy; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature nature, reports, proxy statements and all other information sent to the owners of the Borrower or REIT; provided, however, that following an IPO Event, the reports and other information filed with or furnished to the SEC by the Borrower (and which are available online at the website of the SEC at xxxx://xxx.xxx.xxx) shall be deemed to have been provided by the Borrower under this reporting requirement; (g) promptly following the Agent’s request, after they are filed with the Securities Internal Revenue Service, copies of all annual federal income tax returns and Exchange Commission amendments thereto of the Borrower and REIT; (h) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or sent its equivalent) and annual, quarterly, monthly, special (8-K) or other reports or information that REIT or any of its Subsidiaries shall file with the SEC; provided, however, that following an IPO Event the reports and statements filed with or furnished to the BorrowerSEC by the Borrower (and which is available online at the website of the SEC at xxxx://xxx.xxx.xxx) shall be deemed to have been provided by the Borrower under this reporting requirement; (i) notice of any audits pending or threatened in writing with respect to any tax returns filed by REIT or any of its Subsidiaries promptly following notice of such audit; (j) upon the Agent’s request, evidence reasonably satisfactory to the Agent of the timely payment of all real estate taxes for the Borrowing Base Assets; (k) [Reserved]; (l) within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion; (m) upon the request of Agent, updated title and its Subsidiaries’ stockholders generallyUCC searches with respect to the Borrowing Base Properties; and (en) from time to time time, such other financial data and other information in the possession of REIT or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against REIT or any of its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting REIT or any of its Subsidiaries) as the Banks Agent may reasonably request. The Agent shall promptly distribute to the Lenders materials received under §7.4(a)-(e). Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to the Agent and the Lenders, provided that such material is in a format reasonably acceptable to the Agent, and such material shall be deemed to have been delivered to the Agent and the Lenders upon the Agent’s receipt thereof. Upon the request through of the Administrative Agent, the Borrower shall deliver paper copies thereof to the Agent. The Borrower hereby authorizes each Bank the Agent and the Arranger to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information which dissemination system, and the Borrower has or may have under releases the federal Right to Financial Privacy Act of 1978, as Agent and the Lenders from any liability in effect from time to time, except as to matters specifically permitted thereinconnection therewith.

Financial Statements, Certificates and Information. The Borrower will deliver to the BanksAdministrative Agent: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, the consolidated and combined balance sheet of the Borrower and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements and combined statement of operationsincome and consolidated and combined statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial and combined statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this AgreementGAAP, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultaudited by an independent certified public accountant; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated and combined balance sheet and statement of operations of the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statement of income and consolidated and combined statement of cash flowsflow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal chief financial officer or accounting officer treasurer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the chief financial officer or treasurer of the Borrower in substantially the form of Exhibit D C hereto (the a “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants covenant contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoSection 10; (d) promptly following as soon as practicable after the filing or mailing thereof, copies of all material of a financial nature statements, disclosure statements, reports and proxies filed with the Securities and Exchange Commission or sent to the stockholders of the Borrower’s ; (e) as soon as practicable, but in any event not later than thirty (30) days after the filing of the 10K of the Borrower, annual income statements, balance sheets and cash flow statements for the immediately succeeding fiscal year of the Borrower and its Subsidiaries’ stockholders generallySubsidiaries delivered to the Administrative Agent; and (ef) from time to time such other additional information regarding the financial data and other information as any position of the Banks Borrower and its Subsidiaries as the Administrative Agent may reasonably request through request; Documents required to be delivered pursuant to this Section 8.3 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificate required by Section 8.3(c) to the Administrative Agent. Except for such Compliance Certificate, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery from the Administrative Agent to it or maintaining its copies of such documents. The Borrower hereby authorizes acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each Bank a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to disclose be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information obtained pursuant with respect to this Agreement to all appropriate governmental regulatory authorities where required by law; the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, this authorization that to the extent such Borrower Materials constitute confidential information, they shall not be deemed treated as set forth in Section 16.4 hereof); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a waiver portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent and the Arranger shall be entitled to treat any rights to object to Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinPlatform not designated “Public Investor.

Financial Statements, Certificates and Information. The Borrower will deliver to the Agent and each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 one hundred and twenty (120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower as at the end of such year, consolidated statements of cash flows, and the related consolidated statements statement of operationsincome, statement of retained earnings, changes in capital and statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared using a federal income tax basis of accounting consistently applied, together with the certification of the chief financial officer of the General Partner that the information contained in accordance with GAAP andsuch statements fairly presents the financial position of the Borrower as of the date thereof (provided that upon the request of the Agent, with respect such statements shall be accompanied by an auditor's report prepared without qualification by an independent certified public accountant acceptable to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”Majority Banks). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 thirty (30) days after the end of each calendar month (commencing with the first calendar month after the opening of the first three fiscal quarters of each fiscal year of the BorrowerProject), copies of the consolidated balance sheet statement of income, statement of retained earnings, changes in capital and statement of operations cash flows for such month and the portion of the Borrower as at Borrower's fiscal year then elapsed, a statement showing the end aging of such quarter, subject to year-end adjustments, all receivables and payables for the related consolidated statement of cash flowsProject, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) using a federal income tax basis of accounting consistently applied, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) General Partner that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously contemporaneously with the delivery of the financial statements referred to in clause (a) and (b) above, a certificate statement of all contingent liabilities of the Borrower which are not reflected in such financial statements or referred to in the form notes thereto, and a statement of Exhibit D hereto (projected cash flows of the “Compliance Certificate”) signed Borrower for the current fiscal year, all in reasonable detail and certified by the CFO principal financial or accounting officer of the CAO or General Partner; (d) within fifteen (15) days after the end of each calendar quarter, a leasing report setting forth the Borrower’s corporate treasurer, stating that 's efforts to market and lease the Borrower then unleased space in the Improvements and its Subsidiaries the results of such efforts; (e) within fifteen (15) days after the end of each calendar month (commencing after the date on which the Improvements are occupied by any tenant under a Lease) a current rent roll and summary thereof in compliance with form satisfactory to the covenants contained in §§7, 8 and 9 hereof Agent as of the end of such month, together with a listing of each tenant that has taken occupancy of the applicable period and setting forth in reasonable detail computations evidencing Improvements during such compliance with respect to month, stating the covenants contained in §9 hereof and that no Default or Event name of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Defaulttenant, the Borrower shall include in such certificate or otherwise deliver forthwith to date of the Banks a certificate specifying occupancy and the nature and period of existence thereof and what action the Borrower proposes to take with respect theretounit so occupied; (df) promptly following after they are filed with the filing or Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the General Partner; (g) contemporaneously with the mailing thereof, copies of all material information of a financial nature filed with having a material impact on the Securities and Exchange Commission Borrower or the Project sent to the partners of the Borrower’s and its Subsidiaries’ stockholders generally; and (eh) from time to time such other financial data and other information (including accountants' management letters) as any of the Agent or the Majority Banks may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.

Financial Statements, Certificates and Information. The Borrower will deliver and will cause MCRC to deliver to the BanksAdministrative Agent: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each of its fiscal year years, unless, in the case of MCRC, MCRC has filed for an extension in accordance with Section 7.4(g) hereof, in which case such annual financial statements shall be due in accordance with the Borrowerproviso to Section 7.4(g): (i) in the case of MCRLP, the audited consolidated balance sheet of the Borrower as MCRLP and its subsidiaries at the end of such year, consolidated statements of cash flows, and the related audited consolidated statements of operations, owner's equity (deficit) and cash flows for the year then ended, in each case (except for statements of cash flow and owner's equity) with supplemental consolidating schedules provided by MCRLP; and (ii) in the case of MCRC, the audited consolidated balance sheet of MCRC and its subsidiaries (including, without limitation, MCRLP and its subsidiaries) at the end of such year, the related audited consolidated statements of operations, stockholders' equity (deficit) and cash flows for the year then ended, in each case with supplemental consolidating schedules (except for statements of cash flow and stockholders' equity) provided by MCRC; each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP GAAP, and, with respect to the consolidated financial statementsin each case, certified accompanied by Ernst & Young LLP or by other nationally recognized independent auditors selected an auditor's report prepared without qualification by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the its first three (3) fiscal quarters quarters: (i) in the case of each fiscal year of the BorrowerMCRLP, copies of the unaudited consolidated balance sheet of MCRLP and statement of operations of the Borrower its subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of operations, owner's equity (deficit) and cash flows for the portion of MCRLP's fiscal year then elapsed, with supplemental consolidating schedules (except with respect to statements of cash flowsflow and owner's equity) provided by MCRLP; and (ii) in the case of MCRC, copies of the unaudited consolidated balance sheet of MCRC and its subsidiaries (including, without limitation, MCRLP and its subsidiaries) as at the end of such quarter, the related unaudited consolidated statements of operations, stockholders' equity (deficit) and cash flows for the portion of MCRC's fiscal year then elapsed, with supplemental consolidating schedules (except with respect to statements of cash flow and stockholders' equity) provided by MCRC; all in reasonable detail and prepared in accordance with GAAP (to on the extent GAAP is applicable to interim unaudited financial statements) same basis as used in preparation of MCRC's Form 10-Q statements filed with the SEC, together with a certification by the principal chief financial officer or accounting officer senior vice president of the Borrower (the “CFO” finance of MCRLP or the “CAO”) MCRC, as applicable, that the consolidated information contained in such financial statements are prepared in accordance with GAAP fairly presents the financial position of MCRLP or MCRC (to as the extent GAAP is applicable to interim unaudited financial statementscase may be) and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) (for the fourth fiscal quarter of each fiscal year) above and (b) above(for the first three fiscal quarters of each fiscal year), a certificate statement in the form of Exhibit EXHIBIT D hereto (the “Compliance Certificate”) signed by the CFO chief financial officer or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as senior vice president of finance of the end of MCRLP or MCRC, as applicable, and (if applicable) reconciliations to reflect changes in GAAP since the applicable period and Financial Statement Date, but only to the extent that such changes in GAAP affect the financial covenants set forth in Section 9 hereof; and, in the case of MCRLP, setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §Section 8.7 and Section 9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretohereof; (d) promptly following if requested by the Administrative Agent, a copy of each report (including any so-called letters of reportable conditions or letters of no material weakness) submitted to the Borrower, MCRC, or any other Guarantor or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, MCRC, or any other Guarantor or such subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, MCRC or any other Guarantor or any such subsidiary; (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower or any Guarantor (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a Material Adverse Effect; (f) subject to subsection (g) below, contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the Borrower’s and its Subsidiaries’ stockholders generally; andof MCRC; (eg) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of MCRC, copies of the Form 10-K statement filed by MCRC with the SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of MCRC, copies of the Form 10-Q statement filed by MCRC with the SEC for such fiscal quarter, PROVIDED that, in either case, if MCRC has filed an extension for the filing of such statements, MCRC shall deliver such statements to the Administrative Agent within ten (10) days after the filing thereof with the SEC which filing shall be within fifteen (15) days of MCRC's filing for such extension or such sooner time as required to avert a Material Adverse Effect on MCRC; (h) from time to time time, but not more frequently than once each calendar quarter so long as no Default or Event of Default has occurred and is continuing, such other financial data and information about the Borrower, MCRC, the other information Guarantors, their respective Subsidiaries, the Real Estate and the Partially-Owned Entities as the Administrative Agent or any of the Banks may reasonably request Lender acting through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where Agent may reasonably request, and which is prepared by such Person in the normal course of its business or is required by law; providedfor securities and tax law compliance, howeverincluding pro forma financial statements described in Section 9.9(b)(ii), this authorization shall not be deemed to be a waiver of any rights to object complete rent rolls for the Unencumbered Properties and -76- summary rent rolls for the other Real Estate, existing environmental reports, and insurance certificates with respect to the disclosure by Real Estate (including the Banks Unencumbered Properties) and tax returns (following the occurrence of any such information which a Default or Event of Default or, in the Borrower has or may have under case of MCRC, to confirm MCRC's REIT status), but excluding working drafts and papers and privileged documents; and (i) simultaneously with the federal Right delivery of the financial statements referred to Financial Privacy Act of 1978in subsections (a) and (b) above, as in effect from time updates to time, except as to matters specifically permitted thereinSCHEDULE 6.3 and SCHEDULE 6.19 hereto.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent: (a) as soon as practicable, but, in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borrowercalendar year, the consolidated audited Consolidated balance sheet of the Borrower as REIT Guarantor at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flowsflows for such year, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, together with respect a certification by an Authorized Officer or the chief financial officer or accounting officer of the REIT Guarantor that the information contained in such financial statements fairly presents in all material respects the financial position of the REIT Guarantor and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the consolidated financial statementsscope of the audit by a member firm of KPMG, certified by Ernst & Young LLP or by other another nationally recognized independent auditors selected by accounting firm, and any other information the Agent may reasonably request to complete a financial analysis of Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultits Subsidiaries; (b) as soon as practicable, but in any event not later than 60 sixty (60) days after the end of each of the first three fiscal calendar quarters of each fiscal year of the Borroweryear, copies of the unaudited consolidated balance sheet and statement of operations of the REIT Guarantor and the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income and cash flowsflows for the portion of the REIT Guarantor’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by an Authorized Officer or the principal chief financial officer or accounting officer of the Borrower (the “CFO” or the “CAO”) REIT Guarantor that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, presents in all material respects, respects the consolidated financial condition position of the Borrower as at the close of business REIT Guarantor and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above an executed Borrowing Base Availability Certificate in the form of Exhibit F and a statement (a “Compliance Certificate”) certified by an Authorized Officer or the chief financial officer or chief accounting officer of REIT Guarantor in the form of Exhibit G hereto (or in such other form as the Agent may reasonably approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9. The REIT Guarantor shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Exhibit F attached hereto pursuant to which the REIT Guarantor shall calculate the amount of the Borrowing Base Availability as of the end of the immediately preceding calendar quarter. All income, expense, debt and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Net Operating Income for such calendar quarter for each of the Pool Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by an Authorized Officer or the chief financial officer or chief accounting officer of REIT Guarantor that the information contained in such statement fairly presents in all material respects Net Operating Income of the Pool Properties for such periods; (d) simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000 or more of the Credit Parties which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a certificate Rent Roll for each of the Pool Properties and a summary thereof in form reasonably satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), and (ii) an operating statement for each of the Pool Properties for each such calendar quarter and year to date and a consolidated operating statement for the Pool Properties for each such calendar quarter and year to date (such statements and reports to be in form reasonably satisfactory to Agent), including (if requested by Agent) a receivables aging; (f) simultaneously with the delivery of Exhibit D hereto the financial statements referred to in subsections (a) and (b) above, upon request by Agent, a statement (i) listing the “Compliance Certificate”) signed Real Estate owned by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are (or in compliance with which the covenants contained in §§7Borrower or its Subsidiaries owns an interest) and stating the location thereof, 8 the date acquired and 9 hereof as the acquisition cost, (ii) listing the Indebtedness (excluding, for the purposes hereof, the redemption obligations under the Partnership Agreement) of the end Borrower and its Subsidiaries, which statement shall include, without limitation, a statement of the applicable period original principal amount of such Indebtedness and setting forth in reasonable detail computations evidencing the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such compliance with respect to Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the covenants contained in §9 hereof and that no Default or Event properties of Default exists, provided that if the Borrower shall at and its Subsidiaries which are Development Properties and providing a brief summary of the time of issuance status of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretodevelopment; (dg) if requested by Agent, promptly following after they are filed with the filing or mailing thereofInternal Revenue Service, copies of all material annual federal income tax returns and amendments thereto of the Borrower; (h) if requested by the Agent, not later than December 15 of each year, a financial nature filed budget and business plan for the Transaction Parties and each Pool Property for the next calendar year; (i) to the extent requested by Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Pool Properties; (j) concurrently with the Securities date shareholders are presented such materials, copies of all reports and Exchange Commission notices reported to shareholders of the REIT Guarantor or sent Borrower; provided that any item that is filed via Form 8K or otherwise publicly available through the SEC shall be treated as being delivered to the Borrower’s and its Subsidiaries’ stockholders generallyAgent; and (ek) from time to time such other financial data and information in the possession of the Borrower or its respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Transaction Parties and any settlement discussions relating thereto (unless the Borrower in good faith believes that such disclosure could result in a waiver or loss of attorney work product, attorney-client or any other applicable privilege), property inspection and environmental reports and information as any of to zoning and other legal and regulatory changes affecting the Banks Transaction Parties) as the Agent may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver or cause to the Banksbe delivered to Agent which Agent shall promptly deliver to each Lender: (a) as soon as practicable, but, in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borroweryear, the consolidated audited Consolidated balance sheet of the Borrower as Parent Guarantor and its Subsidiaries at the end of such fiscal year, consolidated statements of cash flows, and the related consolidated audited Consolidated statements of operationsincome, each and cash flows for such year, setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, with respect and accompanied by an auditor’s report and opinion prepared without qualification as to the consolidated financial statements, certified scope of the audit by Ernst & Young LLP KPMG or by other another nationally recognized independent auditors selected by the accounting firm, and any other information Agent may reasonably request to complete a financial analysis of Parent Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultits Subsidiaries; (b) as soon as practicable, but in any event not later than 60 sixty (60) days after the end of each fiscal quarter (or ninety (90) days in the case of the first three fiscal quarters year end) of each fiscal year of the Borroweryear, copies of the consolidated unaudited Consolidated balance sheet of Parent Guarantor and statement of operations of the Borrower its Subsidiaries as at the end of such fiscal quarter, subject to year-end adjustments, and the related consolidated statement unaudited Consolidated statements of income and cash flowsflows for the portion of Parent Guarantor’s fiscal year then elapsed, all in reasonable detail and prepared in all material respects in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification on behalf of Parent Borrower by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) an Authorized Officer that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, presents in all material respects, respects the consolidated financial condition position of the Borrower as at the close of business Parent Guarantor and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion absence of detailed footnotes); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above a statement (a “Compliance Certificate”) certified on behalf of Parent Guarantor by an Authorized Officer of Parent Guarantor in the form of Exhibit G hereto (or in such other form as Agent may reasonably approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9. All income, expense, debt and value associated with Real Estate or other Investments acquired or disposed of during any fiscal quarter will be added or eliminated from calculations, on a Pro Forma Basis, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Consolidated Asset NOI for such fiscal quarter for each of the Unencumbered Assets, prepared on a basis materially consistent with the statements furnished to Agent prior to the date hereof and otherwise in form reasonably satisfactory to Agent, together with a certification on behalf of Parent Guarantor by an Authorized Officer that the information contained in such statement fairly presents in all material respects Consolidated Asset NOI of the Unencumbered Assets for such periods; (d) At any time that Parent Guarantor has an Investment Grade Rating, promptly upon Parent Borrower becoming aware of a downward change in such Investment Grade Rating (including the initial issuance of any Investment Grade Rating) or any other credit rating given by S&P, Xxxxx’x or another nationally recognized rating agency to Parent Guarantor’s Debt Rating or any announcement that any such rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by S&P, Xxxxx’x or another nationally recognized rating agency, notice of such change, announcement or action; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a certificate Rent Roll for each of the Unencumbered Assets and a summary thereof in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof reasonably satisfactory to Agent as of the end of each fiscal quarter (including the applicable period fourth calendar quarter in each year), and setting forth (ii) an operating statement for each of the Unencumbered Assets for each such fiscal quarter and year to date and a consolidated operating statement for the Unencumbered Assets for each such calendar quarter and year to date (such statements and reports to be in reasonable detail computations evidencing such compliance with respect form reasonably satisfactory to Agent), including (if requested by Agent) a receivables aging report, it being agreed that the covenants contained in §9 hereof forms of the Rent Rolls and that no Default or Event of Default exists, the operating statements being provided that if under the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoExisting Credit Agreement are satisfactory; (df) promptly following the filing or mailing thereof, copies of all material of a financial nature filed simultaneously with the Securities delivery of the financial statements referred to in subsections (a) and Exchange Commission or sent to (b) above, upon reasonable request by Agent, a statement (i) listing the Borrower’s Unencumbered Assets owned by the Borrowers including the property name, location, number of units, Total Consolidated Operating Property Value (including the applicable methodology for calculating value), Unencumbered Asset Adjusted NOI and its Subsidiaries’ stockholders generally; andany applicable indebtedness secured thereby; (eg) [Reserved]; (h) from time to time such other financial data and information in the possession of the Borrowers (including without limitation finalized auditors’ management letters, status of material litigation or material investigations against the Borrowers and any settlement discussions relating thereto (unless the Borrowers in good faith believe that such disclosure could result in a waiver or loss of attorney work product, attorney-client or any other applicable privilege), property inspection and environmental reports with respect to the Unencumbered Assets and information as to zoning and other legal and regulatory changes affecting the Unencumbered Assets) as Agent or any of the Banks Lenders may reasonably request through the Administrative Agentrequest. The Borrower hereby authorizes each Bank Any material to disclose any information obtained be delivered pursuant to this Agreement §7.4 may be delivered electronically directly to all appropriate governmental regulatory authorities where required by law; providedAgent or made available to Agent pursuant to an accessible website and Lenders provided that such material is in a format reasonably acceptable to Agent, however, this authorization and such material shall not be deemed to be a waiver of any rights have been delivered to object Agent and Lenders upon Agent’s receipt thereof or access to the disclosure by website containing such material. Upon the Banks request of Agent, the Borrowers shall deliver paper copies thereof to Agent and Lenders. The Borrowers authorize Agent and Arrangers to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information which dissemination system, and the Borrower has Borrowers release Agent and Lenders from any liability in connection therewith (other than the liability based on Agent’s gross negligence or may have under willful misconduct). Delivery of a copy of the federal Right to Financial Privacy Act of 1978annual or quarterly, as in effect from time to timeapplicable, except financial statements of Parent Guarantor filed with the Securities and Exchange Commission shall satisfy the requirements of §7.4(a) or §7.4(b), as to matters specifically permitted thereinapplicable.

Financial Statements, Certificates and Information. The Borrower and the Trust will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 one hundred (100) days after the end of each fiscal year of the BorrowerTrust, the consolidated audited Consolidated balance sheet of the Borrower as Trust and its Subsidiaries at the end of such year, consolidated statements of cash flows, and the related consolidated audited Consolidated statements of operationsincome, changes in shareholder’s equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, and accompanied by an auditor’s report prepared without qualification by Xxxxx Xxxxxxxx LLP, or by another nationally recognized accounting firm, the Form 10-K of the Trust filed with respect the SEC (unless the SEC has approved an extension, in which event the Trust will deliver to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower Agent and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide each of the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreementthe Form 10-K simultaneously with delivery to the SEC), and that, in making any other information the examination necessary Banks may need to said certification, they have obtained no knowledge complete a financial analysis of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultthe Trust and its Subsidiaries; (b) as soon as practicable, but in any event not later than 60 fifty-five (55) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the BorrowerBorrower and the Trust, respectively, copies of the consolidated unaudited Consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries and the Trust and its Subsidiaries, respectively, as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement unaudited Consolidated statements of income, changes in shareholder’s equity and cash flowsflows for the portion of the Borrower’s and the Trust’s, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (which, as to the extent GAAP is applicable Trust, may be provided by inclusion in the Form 10-Q of the Trust for such period provided pursuant to interim unaudited financial statementssubsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower (and the “CFO” or the “CAO”) Trust, respectively, that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) position of such Person and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments adjustments); provided , however , that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the exclusion of detailed footnotesBanks by the Trust; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Trust in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Trust will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than fifty-five (55) days after the end of the first three (3) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower and the Unencumbered Borrowing Base Properties, prepared on a basis consistent with the statement furnished pursuant to §6.4 together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries and the Unencumbered Borrowing Base Properties for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement (a “Compliance Certificate”) certified by the principal financial or accounting officer of Trust and of the general partner of the Borrower in the form of Exhibit D I hereto (or in such other form as the “Compliance Certificate”Agent may approve from time to time) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are setting forth in reasonable detail computations evidencing compliance with the covenants contained in §8.1, §78.3, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §8.7, §8.9, §9 hereof and that no Default or Event of Default existsthe other covenants described therein, provided that and (if applicable) reconciliations to reflect changes in GAAP since the Borrower shall at the time of issuance of such Balance Sheet Date. With each Compliance Certificate or at any other time obtain knowledge of any Default or Event of DefaultCertificate, the Borrower shall include in such certificate or otherwise also deliver forthwith to the Banks a certificate specifying (a “Borrowing Base Property Certificate”) executed by the nature and period chief financial officer of existence thereof and what action the general partner of the Borrower proposes that lists each of the Unencumbered Borrowing Base Properties, and certifies that all Unencumbered Borrowing Base Properties so listed fully qualify as such under the applicable criteria in this Agreement, lists any additions or removals of Unencumbered Borrowing Base Properties during such accounting period, as appropriate, and includes such information as Agent may reasonably require to take with respect theretodetermine the economic and physical occupancy of said Unencumbered Borrowing Base Properties and the aggregate Borrowing Base Availability and the Operating Cash Flow from such Unencumbered Borrowing Base Properties during such period; (df) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the stockholders of the Trust or the partners of the Borrower’s ; (g) [Intentionally Deleted]; (h) [Intentionally Deleted]; (i) [Intentionally Deleted]; (j) [Intentionally Deleted]; (k) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Trust; (l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower, the Guarantors or their respective Subsidiaries and Unconsolidated Affiliates (or in which the Borrower, the Guarantors or their respective Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries and Unconsolidated Affiliates (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower, the Guarantors or their respective Subsidiaries or Unconsolidated Affiliates which are under “development” (as used in §8.9) and providing a brief summary of the status of such development; (n) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries’ stockholders generally; andSubsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder’s equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof ( provided, however , the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Trust); (eo) from time to time such other financial data and other information as any in the possession of the Banks Borrower, the Guarantors or their respective Subsidiaries (including without limitation auditors’ management letters, property inspection and environmental reports and other legal and regulatory changes affecting the Borrower or the Guarantors) as the Agent may reasonably request through request; and (p) promptly upon becoming aware of a change in any credit rating (including the Administrative AgentCredit Rating) given by a Rating Agency or any announcement that any rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency, written notice to Agent of such change, announcement or action. The Borrower hereby authorizes each Bank Any material to disclose any information obtained be delivered pursuant to this Agreement §7.4 may be delivered electronically directly to all appropriate governmental regulatory authorities where required by law; providedAgent and the Banks provided that such material is in a format reasonably acceptable to Agent, however, this authorization and such material shall not be deemed to be a waiver of any rights have been delivered to object to the disclosure by Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, Borrower and the Trust shall deliver paper copies thereof to Agent and the Banks. Borrower and the Trust authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information which dissemination system, and the Borrower has or may have under and the federal Right to Financial Privacy Act of 1978, as Trust release Agent and the Banks from any liability in effect from time to time, except as to matters specifically permitted thereinconnection therewith.

Financial Statements, Certificates and Information. The Borrower and the Guarantors will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 one hundred (100) days after the end of each fiscal year of the Borrowercalendar year, the consolidated unaudited balance sheet of the Subsidiary Property Owners and the audited balance sheet of Borrower as and the Trust, respectively, at the end of such year, consolidated statements of cash flows, and the related consolidated unaudited statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of operationsincome, changes in shareholder’s equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, with respect and accompanied as to the consolidated Subsidiary Property Owners by a certification by the principal financial statementsor accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, certified and as to Borrower and Trust by Ernst & Young LLP or an auditor’s report prepared without qualification by other a nationally recognized independent auditors selected by accounting firm, and any other information the Banks may need to complete a financial analysis of the Borrower and reasonably satisfactory to the Administrative Guarantors; provided, however, that unless otherwise requested by the Agent (or the “Accountants”). In addition, simultaneously therewithMajority Banks, the Borrower shall provide not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks with a written statement from such Accountants to by the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultTrust; (b) as soon as practicable, but in any event not later than 60 fifty-five (55) days after the end of each of the first three fiscal (3) calendar quarters of each fiscal year of the Borroweryear, copies of the consolidated unaudited balance sheet and statement of operations of the Borrower and the Guarantors, respectively, as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement unaudited statements of income, changes in shareholder’s equity and cash flowsflows for the portion of the calendar year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal financial or accounting officer of the Borrower (and the “CFO” or the “CAO”) Guarantors, respectively, that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business such Person on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the exclusion of detailed footnotesBanks by the Trust; (c) simultaneously with the delivery of the financial statements referred to as soon as practicable, but in any event not later than fifty-five (a55) and (b) above, a certificate in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of days after the end of each of the applicable period calendar quarters, an updated Rent Roll and setting forth in reasonable detail computations evidencing such compliance operating statements with respect to the covenants contained Collateral Property, such statements and reports to be in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith a form reasonably satisfactory to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoAgent; (d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen (15) days after the end of each calendar month, an updated certificate as to the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2; (e) at such times when there is an Aquia Joint Venture, as soon as practicable, but in any event not later than fifteen (15) days after the end of each calendar month, an updated certificate as to the Joint Venture Value demonstrating Borrower’s compliance with the availability limitations set forth in §2.2; (f) promptly following after they are filed with the filing or mailing thereofInternal Revenue Service, copies of all material annual federal income tax returns and amendments thereto of a financial nature filed with the Securities Borrower and Exchange Commission or sent to the Borrower’s and its Subsidiaries’ stockholders generallyGuarantors; and (eg) from time to time such other financial data and other information in the possession of the Borrower or the Guarantors (including without limitation auditors’ management letters, property inspection and environmental reports and information as any of to zoning and other legal and regulatory changes affecting the Borrower, the Guarantors or their respective Subsidiaries) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks may provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request through of Agent, the Administrative AgentBorrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower hereby authorizes each Bank and the Guarantors authorize Agent and Arranger to disclose disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provideddissemination system, however, this authorization shall not be deemed to be a waiver of any rights to object to and the disclosure by Borrower and the Guarantors release Agent and the Banks of from any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as liability in effect from time to time, except as to matters specifically permitted thereinconnection therewith.

Financial Statements, Certificates and Information. The Borrower will deliver to the BanksAdministrative Agent and each Secured Party: (a) as soon as practicable, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of (i) the Borrower and (ii) CLI and its Subsidiaries, in each case, as at the end of such year, consolidated statements of cash flows, and the related consolidated statements and consolidating statement of operationsincome and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, with respect audited and certified, without qualification and without an expression of uncertainty as to the consolidated financial statementsability of the Borrower or CLI, certified as the case may be, to continue as going concerns, by Ernst & Young Young, LLP or by other nationally recognized independent auditors selected by the Borrower and certified public accountants reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultAgent; (b) as soon as practicable, but in any event not later than 60 sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower and CLI, copies of the unaudited consolidated balance sheet and statement of operations of (i) the Borrower and (ii) CLI and its Subsidiaries, in each case as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flowsflow for the portion of the Borrower’s or CLI’s, as the case may be, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal financial or accounting officer of the Borrower (or CLI, as the “CFO” or the “CAO”) case may be, that the consolidated information contained in such financial statements are prepared fairly presents in all material respects the financial position of the Borrower or CLI and its Subsidiaries, as the case may be, on the date thereof (subject to normal year-end adjustments made in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business on the date thereof and the results absence of operations for the period then ended, subject to year-end adjustments and the exclusion of detailed footnotes); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit D hereto (the a “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto); (d) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed by CLI or any of its Subsidiaries with the Securities and Exchange Commission or sent to the Borrower’s and its Subsidiaries’ stockholders generally; andCommission; (e) (i) on each Determination Date and (ii) at least five (5) Business Days prior to the date of any removal or sale of any assets from the Borrowing Base, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, sale date or other date so requested by the Administrative Agent. On each Determination Date, the Borrower shall notify the Administrative Agent of any holdbacks, reserves, discounts or rebates granted by, or on behalf of, the Borrower with respect to Leases related to a sale-leaseback transaction included in the calculation of the Borrowing Base, or security deposits in excess of Three Hundred Thousand Dollars ($300,000), related to any Lease included in the calculation of the Borrowing Base. (f) from time to time such other financial data and other information (including accountants’ management letters) as the Administrative Agent or any of the Banks Lender may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.

Financial Statements, Certificates and Information. The Borrower Credit Parties will deliver to the BanksAdministrative Agent and the Lenders: (a) as soon as practicable, but, but in any event not later than 100 the earlier of ninety (90) days after the end of each fiscal year of Fiscal Year and fifteen (15) days after the Borrowerdate required to be filed with the SEC, (i) the consolidated and consolidating balance sheet of the Borrower Holdings and its Subsidiaries, as at the end of such year, consolidated statements of cash flowsFiscal Year, and the related consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity for such Fiscal Year, each setting forth in comparative form the figures for the previous fiscal year, Fiscal Year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consistently applied and such consolidated financial statements, certified statements to be audited and accompanied by Ernst & Young a report and opinion prepared in accordance with generally accepted auditing standards by Xxxxxx LLP or by other nationally recognized independent auditors selected by the Borrower and certified public accountants reasonably satisfactory to the Administrative Agent and certified without qualification and without expression of uncertainty as to the ability of Holdings and its Subsidiaries to continue as going concerns, together with (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with x) a written statement from such Accountants accountants (to the extent then available on commercially reasonable terms) to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to their attention to cause them to believe that any Default or Event of Default has occurred or specifying those Defaults or Events of Defaults that they have obtained become aware of and (y) a copy of their accountants’ management letter (if any) for such Fiscal Year and (ii) a Compliance Certificate duly executed by a Financial Officer of Holdings, which, among other things, (A) attaches and certifies to the foregoing consolidated and consolidating financial statements, accountants statements, management letters and a management discussion and analysis prepared in connection with such financial statements (which may be the management discussion and analysis provided for in Holdings’ 10-K report), (B) specifying whether the Credit Parties are in compliance with Section 7.13 and (C) states that such Financial Officer has reviewed this Agreement and the other Loan Documents and has no knowledge of any Default or Event of DefaultDefault during such Fiscal Year, or, or if such Accountants shall have obtained knowledge of any then existing Financial Officer has such knowledge, specifying each Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultand the nature thereof; (b) as soon as practicable, but in any event not later than 60 thirty (30) days after the end of each of Fiscal Month (including the first three fiscal quarters last Fiscal Month of each fiscal year Fiscal Year), (i) the unaudited monthly consolidated and consolidating financial statements of the BorrowerHoldings and its Subsidiaries for such Fiscal Month, copies of including the consolidated and consolidating balance sheet of Holdings and statement of operations of the Borrower its Subsidiaries, as at the end of such quarterFiscal Month, subject to year-end adjustments, and the related consolidated statement and consolidating statements of income or operations, cash flowsflows and shareholders’ equity for such Fiscal Month and for the portion of the Fiscal Year then ended, all each setting forth in reasonable detail comparative form the figures for the corresponding Fiscal Month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, each, prepared in accordance with GAAP consistently applied, (ii) a statement of change in any intercompany accounts, and (iii) for each Fiscal Month that is the last Fiscal Month of a Fiscal Quarter, a Compliance Certificate duly executed by a Financial Officer of Holdings, which, among other things, (A) attaches and certifies to the extent GAAP is applicable to interim unaudited foregoing financial statements, (B) with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) certifies that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, presents in all material respects, respects the consolidated financial condition of the Borrower as at the close of business Holdings and its Subsidiaries on the date thereof and the results of operations for the period then ended, dates indicated therein (subject to year-end adjustments and the exclusion absence of detailed footnotes; ), (cC) simultaneously sets forth in comparative form the results for and through such Fiscal Month with the delivery of most recent projections delivered to the financial statements referred Administrative Agent pursuant to in Section 6.04(d), (aD) and (b) above, a certificate in specifying whether the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries Credit Parties are in compliance with Section 7.13, (E) sets forth (if applicable) reconciliations to reflect changes in GAAP since the covenants contained in §§7, 8 and 9 hereof as date of the end of Audited Financial Statements and (F) states that such Financial Officer has reviewed this Agreement and the applicable period other Loan Documents and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that has no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of DefaultDefault during such Fiscal Month, or if such Financial Officer has such knowledge, specifying each Default or Event of Default and the Borrower nature thereof to the Administrative Agent’s reasonable satisfaction; provided that, with respect to each Fiscal Month that is not the last Fiscal Month of a Fiscal Quarter, delivery of such financial statements to the Administrative Agent shall include be deemed to be a representation by the Credit Parties that the information contained in such certificate or otherwise deliver forthwith financial statements fairly presents in all material respects the financial condition of Holdings and its Subsidiaries on the dates indicted therein (subject to year-end adjustments and the Banks absence of footnotes); (c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter, a certificate specifying management discussion and analysis prepared in connection with the nature financial statements of Holdings and period its Subsidiaries for such Fiscal Quarter (which may be any management and discussion analysis provided for in Holdings’ Form 10-Q report for such Fiscal Quarter; provided that any management discussion and analysis prepared in connection with the financial statements of existence thereof Holdings and what action its Subsidiaries for the Borrower proposes fourth Fiscal Quarter of each Fiscal Year shall not be required to take with respect theretobe as comprehensive in scope and detail as is customary for one provided in a Form 10-Q report); (d) not later than December 31 of each Fiscal Year, an annual business plan and projections for Holdings and its Subsidiaries for the following Fiscal Year on a monthly basis (such projections to include consolidated and consolidating balance sheets, statements of cash flows, statements of income or operations of Holdings and its Subsidiaries prepared on a month-by-month basis); (e) promptly following upon receipt thereof, copies of any detailed audit reports, financial control reports, management letters or recommendations submitted to the filing board of directors (or mailing the audit committee of the board of directors) of the Credit Parties by independent accountants or internal auditors in connection with any audit of any of them; (f) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of any Credit Party, and copies of all annual, regular, periodic and special reports and registration statements which the any Credit Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (g) promptly, and in any event within two (2) Business Day after receipt thereof by any Credit Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC or any other Governmental Authority concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Credit Party or any Subsidiary; (h) promptly after delivery or receipt thereof, copies of all material of a financial nature filed notices, reports and other communications delivered or received by any Credit Party in connection with the Securities Prepetition Debt Documents and Exchange Commission not later than five (5) Business Days following the effectiveness thereof, copies of any new Prepetition Debt Document or sent any amendment, supplement, waiver, or other modification, replacement or renewal with respect to any Prepetition Debt Document; (i) (i) promptly following the reasonable request of the Administrative Agent, a report summarizing the insurance coverage in effect for each Credit Party, and (ii) promptly following the modification, renewal, replacement of any insurance policy of any Credit Party, updated insurance certificates and endorsements evidencing such coverage; (j) as soon as practicable, but in any event not later than ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) following the end of each Fiscal Quarter (or more frequently at the election of the Credit Parties), (i) an updated Perfection Certificate as to each Credit Party in substantially the same form as the Perfection Certificate most recently delivered to the BorrowerAdministrative Agent (with such scope and detail as the Administrative Agent’s may reasonably require) or a certificate confirming that there has been no change in such information since the Perfection Certificate delivered on the Closing Date or the most recent Perfection Certificate delivered pursuant to this Section 6.04(j) and its Subsidiaries’ stockholders generally; and(ii) updated Schedules 5.07, 5.17, 5.18, 5.20 and 7.08 in substantially the same form as the most recent schedule of the same delivered to the Administrative Agent to the Administrative Agent’s reasonable satisfaction; (ek) substantially simultaneously therewith, any financial data and other information delivered pursuant to the Prepetition Debt Documents not otherwise provided under this Agreement and, promptly following a request therefor, from time to time such other financial data and other information as the Administrative Agent or any of the Banks Lender may reasonably request through with respect to the Credit Parties, including without limitation, updates and such other information and copies of documents with respect to pending litigation or the settlement or compromise thereof. (l) promptly after the filing thereof, copies of all pleadings, motions, applications, financial information and other papers and documents filed by any Credit Party in the Chapter 11 Cases, which papers and documents shall also be given or served on the Administrative Agent. The Borrower hereby authorizes ’s counsel; (m) promptly after the sending thereof, copies of all written reports given by any Credit Party to the Official Committee or any unofficial creditors’ committee in the Chapter 11 Cases related to the operations, business, assets, properties or financial condition of the Borrowers (including, without limitation, audits, appraisals, valuations, projections and other financial reports) containing information not otherwise already available to the Administrative Agent and the Lenders other than any written reports subject to privilege, provided that such Person may redact any confidential information contained in any such written report if it provides a summary of the nature of the information redacted to the Administrative Agent; (n) (i) on October 13, 2015, a supplement to the Initial Approved Budget in substantially the same form (including the same assumptions and methodology made or used therein) updated and extending the period of such Initial Approved Budget to cover a 13-week period, and (ii) on the Tuesday of each Bank to disclose any information obtained week thereafter (each such day, a “Supplemental Budget Delivery Date”) (i.e., commencing on October 20, 2015) a supplemental 13 week cash flow budget extending and supplementing the Approved Budget most recently delivered in substantially the same form (including the same assumptions and methodology made or used therein); provided that (A) for each supplemental budget delivered pursuant to this Agreement Section 6.04(n), the Required Lenders shall have the right to all appropriate governmental regulatory authorities where approve and dispute such supplemental budget and any line item contained therein (but not, for the avoidance of doubt, the Initial Approved Budget) for the Budget Period that is the calendar week occurring two weeks after such Supplemental Budget Delivery Date (i.e. with respect to the supplemental budget required to be delivered on October 20, 2015, the calendar week commencing Monday November 2, 2015) and (B) if the Required Lenders dispute any line item within the supplemental budget they shall provide specific notice thereof to the Borrowers within three Business Days of such delivery; provided further that in the case of a disputed receipt or disbursement contained in a specific line item, such receipt or disbursement (or the amount of such receipt or disbursement that is in dispute as determined by lawthe Required Lenders) shall be deemed excluded and disregarded in such line item, until in each case the Required Lenders and the Borrower reach agreement as to any revision thereof; providedand (o) on each Tuesday of each calendar week, howevercommencing with October 13, this authorization 2015 (each such day, a “Variance Report Date”), a budget variance report/reconciliation (the “Variance Report”), certified by a Financial Officer, in form acceptable to the Required Lenders, setting forth the actual cash receipts and disbursements of the Holdings and its Subsidiaries (including on an individual basis for each Foreign Subsidiary of Holdings) (i) for the Budget Period ending immediately prior to such Variance Report Date and (ii) on a cumulative basis, for the period commencing on the Petition Date and ending on the Friday immediately preceding such Variance Report Date (the “Cumulative Period”), in each case on (A) a line-item basis as of the end of the Budget Period and the Cumulative Period, respectively, and (B) in aggregate as of the end of the Budget Period and the Cumulative Period, respectively, the variance in dollar amounts of the actual disbursements for each Budget Period and the Cumulative Period, respectively, from those budgeted amounts for the corresponding Budget Period and the Cumulative Period, respectively, reflected in the Approved Budget and the variance of the actual cash receipts for the Budget Period from those budgeted amounts for the corresponding Budget Period and the Cumulative Period, respectively, reflected in the Approved Budget. Promptly following the delivery of Variance Reports, a Financial Officer of the Borrowers shall not host a telephone conference call for the Administrative Agent and its advisors and the Lenders and their advisors to review the Variance Reports. Documents required to be delivered pursuant to Section 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC or the Bankruptcy Court) may be delivered electronically and if so delivered, shall be deemed to be have been delivered on the date (i) on which the applicable Credit Party posts such documents and provides a waiver link thereto on such Credit Party’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the applicable Credit Party’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon the request of any rights to object the Administrative Agent, the applicable Credit Party shall deliver paper copies of such documents to the disclosure Administrative Agent until a written request to cease delivering paper copies is given by the Banks Administrative Agent and (ii) the Borrower Representative shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such information which documents and provide to the Administrative Agent and each Lender by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Borrower has with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or may have under the federal Right to Financial Privacy Act maintaining its copies of 1978, as in effect from time to time, except as to matters specifically permitted thereinsuch documents.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 eighty (80) days after the end of each fiscal year of the BorrowerParent, the audited consolidated balance sheet of the Borrower Parent and its subsidiaries, as at the end of such year, and the related audited consolidated statements of income and audited consolidated statements of cash flows, and the related consolidated statements of operationsflow, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements (i) to be in reasonable detail, prepared in accordance with GAAP and, with respect and the requirements of the Securities and Exchange Commission (the “SEC”) and (ii) to be certified without qualification and without an expression of uncertainty as to the consolidated financial statementsability of the Parent, certified the Borrower or any of the Subsidiaries to continue as going concerns, by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and certified public accountants reasonably satisfactory to the Administrative Agent (the “Accountants”). In additionAgent, simultaneously therewith, the Borrower shall provide the Banks together with a written statement from such Accountants accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault related to or arising from accounting matters, or, if such Accountants accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 60 fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, copies of the unaudited consolidated balance sheet and statement of operations sheets of the Borrower Parent and its subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement statements of income and cash flowsflows for the fiscal quarter then ended, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and SEC requirements, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respectsposition of the Parent, the consolidated financial condition of the Borrower as at the close of business and their respective subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a certificate statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit D E hereto (the a “Compliance Certificate”) signed by and certifying that no Default or Event of Default is then continuing or describing the CFO nature and duration of any then continuing Default or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as Event of the end of the applicable period Default and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof 11 and that no Default (if applicable) reconciliations to reflect changes in GAAP since the Balance Sheet Date, and (ii) a schedule in form and detail reasonably satisfactory to the Administrative Agent of computations of (x) Consolidated Net Income (or Event Deficit) detailing the consolidated net income (or deficit) of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at and its subsidiaries attributable to any other time obtain knowledge of any Default or Event of Default, Stations owned by the Borrower shall include or such subsidiary located in a jurisdiction other than the United States and which are not Development Properties and (y) Consolidated Operating Cash Flow and other financial covenant-related calculations detailing the adjustments made to exclude Excluded Subsidiaries from such certificate computations, in each case, prepared by the principal financial or otherwise deliver forthwith to accounting officer of the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBorrower; (d) promptly following upon completion thereof and in any event no later than eighty (80) days after the filing or mailing thereofbeginning of each fiscal year of the Borrower, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the Borrower’s annual operating budget in the form of consolidated financial projections for such fiscal year and its Subsidiaries’ stockholders generallyprepared on a quarterly basis and setting forth projected operating results for each quarter in such fiscal year and for the fiscal year as a whole, including projections of operating cash flow together with a quarterly itemization of estimated taxes and Capital Expenditures for such fiscal year, which are prepared on the basis of reasonable assumptions; and (e) from time to time such other financial data and other information as any (including, without limitation, accountants’ management letters) with respect to the condition or operations, financial or otherwise, of the Banks Parent, the Borrower and the subsidiaries (including Excluded Subsidiaries) as the Administrative Agent or any Lender may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent with sufficient copies for each of the Lenders: (a) as soon as practicable(i) within fifteen (15) days of the filing of the Borrower’s Form 10-K with the SEC, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borrowercalendar year, the audited consolidated balance sheet of the Borrower as and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flowsflows for such year, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, together with respect to a certification by the consolidated chief financial statementsofficer or chief accounting officer of the Borrower, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by on its behalf, that the information contained in such financial statements fairly presents the financial position of the Borrower and reasonably satisfactory its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the Administrative Agent scope of the audit by a nationally recognized accounting firm reasonably approved by Agent, and (ii) within a reasonable period of time following request therefor, any other information the “Accountants”). In addition, simultaneously therewith, Lenders may reasonably request to complete a financial analysis of the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultits Subsidiaries; (b) as soon as practicablewithin fifteen (15) days of the filing of the Borrower’s Form 10-Q with the SEC, if applicable, but in any event not later than 60 sixty (60) days after the end of each of the first three fiscal quarters calendar quarter of each fiscal year of the Borroweryear, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower as and its Subsidiaries, at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income, unaudited consolidated balance sheet and cash flowsflows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal chief financial officer or chief accounting officer of the Borrower (the “CFO” or the “CAO”) Borrower, on its behalf, that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement (a “Compliance Certificate”) certified by the chief financial officer or chief accounting officer of the Borrower, on its behalf, in the form of Exhibit K hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §8.1(i), §8.3(h)-(k) and §9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date, and (ii) to the extent that the relevant financial information has been delivered from each tenant of a Pool Property to the Borrower or its Subsidiaries during the relevant period, a calculation of EBITDAR and a rent coverage ratio calculation for each tenant of a Pool Property based on the financial information that has been delivered from such tenant to the Borrower or its Subsidiaries during the relevant period. Borrower shall submit with the Compliance Certificate a Pool Certificate in the form of Exhibit J attached hereto (a “Pool Certificate”) pursuant to which the Borrower shall calculate the amount of the Pool Value and the Pool Availability as of the end of the immediately preceding calendar quarter. All income, expense and value associated with Real Estate or other Investments acquired or disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Funds from Operations and Net Operating Income for such calendar quarter, including, without limitation, Net Operating Income for each of the Pool Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer, on its behalf, that the information contained in such statement fairly presents the Funds from Operations and Net Operating Income, including, without limitation, the Net Operating Income of each of the Pool Properties, for such periods; (d) simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a Rent Roll for each of the Pool Properties and a summary thereof in form satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a listing of each tenant that has taken occupancy of such Pool Property during each calendar quarter (including the fourth calendar quarter in each year), (ii) an operating statement for each of the Pool Properties for each such calendar quarter and year to date and a consolidated operating statement for the Pool Properties for each such calendar quarter and year to date (such statements and reports to be in form reasonably satisfactory to Agent), and (iii) evidence reasonably required by Agent to determine compliance with the covenants contained in §9 and the other covenants described in such certificate; (f) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate in statement (i) listing the form of Exhibit D hereto (the “Compliance Certificate”) signed Real Estate owned by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are (or in compliance with which the covenants contained Borrower or any of its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, and (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in §§78.1(b)-(e)), 8 and 9 hereof as which statement shall include, without limitation, a statement of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance original principal amount of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of DefaultIndebtedness and the current amount outstanding, the Borrower shall include in holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such certificate Indebtedness and whether such Indebtedness is Recourse Indebtedness, Non-Recourse Indebtedness, Secured Debt or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoUnsecured Debt; (dg) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature nature, reports or proxy statements sent to the owners of the Borrower or CVOP II; (h) promptly following Agent’s request, after they are filed with the Securities Internal Revenue Service, copies of all annual federal income tax returns and Exchange Commission amendments thereto of the Borrower and any Guarantor; (i) promptly upon the filing hereof, copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or sent its equivalent) and any annual, quarterly or monthly reports and other statements and reports which the Borrower shall file with the SEC; (j) notice of any audits pending or threatened in writing with respect to any tax returns filed by the Borrower or any Guarantor promptly following notice of such audit; (k) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Pool Properties following payment thereof; (l) with respect to any Real Estate that is not a Pool Property, the most recent Appraisal of such Real Estate promptly upon finalization thereof; (m) promptly upon receipt thereof, copies of any and all notices of default under any loan document securing or evidencing a mortgage loan made to the BorrowerBorrower or any of its Subsidiaries secured by a Lien on Real Estate, if such mortgage loan (i) constitutes Recourse Indebtedness, (ii) constitutes Indebtedness and individually or in the aggregate has an outstanding principal balance in excess of $30,000,000.00, or (iii) has been accelerated; (n) within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion; (o) upon Agent’s or any Lender’s written request (with such request to be made by a Lender by and through Agent), financial information for tenants of the Pool Properties that has been delivered to the Borrower or its Subsidiaries’ stockholders generallySubsidiaries pursuant to the terms of a Lease; (p) without limiting the terms of §2.11 and §2.12, a completed and executed Beneficial Ownership Certification if requested by the Agent or any Lender at any time Agent or such Lender determines that it is required by law to obtain such certification; and (eq) from time to time such other financial data and other information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or any of its Subsidiaries and any settlement discussions relating thereto (to the extent that disclosure of any such letters, litigation or investigation status or settlement discussions would not waive any applicable privilege), property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or any of its Subsidiaries) as the Agent may reasonably request. The Borrower shall reasonably cooperate with the Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Agent and the Lenders (collectively, “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information.” Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request of Agent, the Borrower shall deliver paper copies thereof to Agent and the Lenders. The Borrower and the Guarantors authorize Agent, the Joint Arrangers, and the Bookrunner to disseminate any such materials, including without limitation the Information Materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system (an “Electronic System”). Any such Electronic System is provided “as is” and “as available.” The Agent, the Joint Arrangers, and the Bookrunner do not warrant the adequacy of any Electronic System and expressly disclaim liability for errors or omissions in any notice, demand, communication, information or other material provided by or on behalf of Borrower that is distributed over or by any such Electronic System (“Communications”). No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by Agent, the Joint Arrangers, or the Bookrunner in connection with the Communications or the Electronic System. In no event shall the Agent, the Joint Arrangers, the Bookrunner or any of their directors, officers, employees, agents or attorneys have any liability to the Borrower or the Guarantors, any Lender or any other Person for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s, any Joint Arrangers’ or the Bookrunner's transmission of Communications through the Electronic System, and the Borrower and the Guarantors release Agent, the Joint Arrangers, the Bookrunner and the Lenders from any liability in connection therewith, except as to any of the Banks Agent, the Joint Arrangers, the Bookrunner or any Lender for any actual damages (but specifically excluding any special, incidental, consequential or punitive damages) to the extent arising from the Agent’s, the Joint Arrangers, the Bookrunner or any such Lender’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Borrower acknowledges that certain of the Lenders (each, a “Public Lender”) may reasonably request through have personnel who do not wish to receive material non-public information with respect to the Administrative Borrower, its Subsidiaries or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities. All of the Information Materials delivered by Borrower hereunder shall be deemed to be private information and shall not be shared with such Public Lenders, except for any Information Materials that are (a) filed with a Governmental Authority and are available to the public, or (b) clearly and conspicuously identified by the Borrower as “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent. The Borrower hereby authorizes each Bank , the Lenders, the Joint Arrangers, and the Bookrunner to disclose treat such Information Materials as not containing any material non-public information obtained pursuant with respect to this Agreement to all appropriate governmental regulatory authorities where required by law; the Borrower, its Subsidiaries, its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, this authorization that to the extent such Information Materials constitute confidential information, they shall not be deemed treated as provided in §18.7); (iii) all Information Materials marked “PUBLIC” are permitted to be made available through a waiver portion of any rights electronic dissemination system designated “Public Investor” or a similar designation; and (iv) the Agent, the Joint Arrangers, and the Bookrunner shall be entitled to object to the disclosure by the Banks treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any such information which the Borrower has electronic dissemination system not designated “Public Investor” or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereina similar designation.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent with sufficient copies for each of the Lenders which will be delivered by Agent to Lenders: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, commencing with the consolidated fiscal year ending December 31, 2009, the audited Consolidated balance sheet of the Borrower as EPR and its Consolidated Subsidiaries at the end of such year, consolidated statements of cash flows, and the related consolidated audited Consolidated statements of operationsincome, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a “Big Four” accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to EPR and its Consolidated Subsidiaries may be satisfied by delivery of the consolidated financial statementsForm 10-K of EPR filed with the SEC, certified provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by Ernst & Young LLP or by other nationally recognized independent auditors selected by reference within the Borrower and reasonably satisfactory filings then being delivered to the Administrative Agent (the “Accountants”be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and thatany other information the Agent may reasonably request to complete a financial analysis of the Borrower, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultand EPR’s Subsidiaries; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the first three fiscal quarters of each fiscal year of the Borrower, copies of the consolidated unaudited Consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement unaudited Consolidated statements of income and cash flowsflows for the portion of Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to EPR and its Subsidiaries for the extent GAAP is applicable first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of EPR filed with the SEC provided, however, that in no event shall any reference to interim unaudited financial statements) any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the principal chief financial officer or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement (a “Compliance Certificate”) certified by the chief financial officer or other financial officer of Borrower in the form of Exhibit D K hereto (or in such other form as the “Compliance Certificate”Agent may approve from time to time) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance or non-compliance (as the case may be) with respect to the covenants contained in §9 hereof and that no Default or Event the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Default exists, provided that if Exhibit J attached hereto pursuant to which the Borrower shall at calculate the time amount of issuance the Borrowing Base as of such the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of the Borrowing Base Property Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Borrowing Base Properties, prepared on a basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or at any other time obtain knowledge financial officer of any Default or Event of Default, Borrower that the Borrower shall include information contained in such certificate or otherwise deliver forthwith to statement fairly presents the Banks a certificate specifying Borrowing Base Property Net Operating Income of the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBorrowing Base Properties for such periods; (d) promptly following contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) upon reasonable request by the Agent on behalf of any Lender, as soon as practicable but in any event not later than forty-five (45) days after the end of the most recent fiscal quarter of Borrower (including the fourth fiscal quarter in each year), a Consolidated operating statement for the Borrowing Base Properties and as requested by Agent or any Lender, a Rent Roll for each of the Borrowing Base Properties and a copy of each Lease or amendment entered into with respect to a Borrowing Base Property during such quarter; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission nature, reports or proxy statements sent to the Borrower’s shareholders of EPR; (g) Intentionally deleted; (h) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (i) Intentionally Deleted; (j) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Borrowing Base Properties; (k) not later than November 15 of each year, the Consolidated cash flow projections of the Borrower and its Subsidiaries’ stockholders generally; andSubsidiaries for the next three years; (el) from time to time such other financial data and other information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower and any settlement discussions relating thereto, property inspection and environmental reports and information as any of to zoning and other legal and regulatory changes affecting the Banks Borrower) as the Agent may reasonably request through the Administrative Agentrequest. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be deemed confidential or subject to be a waiver work-product privilege so that the Agent and the Lenders receive the same level of any rights disclosure from the Borrower with respect to object such matters as has been made prior to the disclosure by Closing Date. (m) promptly upon their becoming available, copies of all registration statements and regular periodic reports, if any, that Borrower shall have filed with the Banks Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. (n) as soon as is reasonably practicable, but in any event not later than forty-five (45) days after the end of any such information which each fiscal quarter (including the Borrower has or may have under fourth quarter), statements of Exhibitor’s EBITDAR for the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinprior quarter and for the trailing four quarters.

Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to the BanksAgent: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower as Trust and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in shareholder’s equity and cash flowsflows for the year then ended, and the related consolidated statements of operationsin each case, each setting forth in comparative form the figures as of the end of and for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP (which may be provided by inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent), and, in each case, accompanied by an auditor’s report prepared without qualification by the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with respect to (i) a certification by the consolidated principal financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by accounting officer of the Borrower and reasonably satisfactory the Trust that the information contained in such financial statements fairly presents the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Administrative Agent Agent) and (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with ii) a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default or Default, Event of Default or such facts or circumstances, they shall disclose make disclosure thereof in such statement any such Default or Event of Defaultstatement; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three its March 31, June 30 and September 30 fiscal quarters of each fiscal year of the Borrowerquarters, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower Trust and its Subsidiaries, as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income, changes in shareholders’ equity and cash flowsflows for the portion of the Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the extent GAAP is applicable to interim unaudited financial statements) Agent), together with a certification by the principal financial or accounting officer of the Borrower (and the “CFO” or the “CAO”) Trust that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business Trust and its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the results of operations for the period then ended, Agent) (subject to year-end adjustments none of which shall be materially adverse and the exclusion absence of detailed footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); (c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Unencumbered Property, certified by the chief financial or accounting officer of the Borrower as true and correct; (d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, a rent roll and operating statement in respect of each Eligible Unencumbered Property, certified by the chief financial or accounting officer of the Borrower as true and correct; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement in the form of Exhibit D C-2 hereto (the “Compliance Certificate”) signed by the CFO chief financial or the CAO or accounting officer of the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto10; (df) promptly following as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary; (g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group; (h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the Borrower’s stockholders of the Trust; (i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Trust, copies of the Form 10-K statement filed by the Trust with the SEC for such fiscal year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each fiscal quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that, in either case, if the SEC has granted an extension for the filing of such statements, the Trust shall deliver such statements to the Agent within ten (10) days after the filing thereof with the SEC; (j) in the case of the Borrower and the Trust, as soon as practicable, but in any event not later than thirty (30) days prior to the end of each of their respective fiscal years, a business plan for the next fiscal year (including pro forma projections for such period); (k) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries’ stockholders generallySubsidiaries as of the end of any applicable fiscal year; (l) [Reserved]; and (em) from time to time such other financial data and other information about the Borrower, the Trust, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request. Without limitation of the Banks may reasonably foregoing, at the request through of the Administrative Agent. The , the Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object will deliver to the disclosure by Agent information relating to (i) the Banks determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinEligible Unencumbered Property and (iii) insurance coverage.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent: (a) as soon as practicablewithin ten (10) days of the filing of REIT’s Form 10-K with the SEC, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrowercalendar year, the audited consolidated balance sheet of the Borrower as REIT including its Subsidiaries at the end of such year, and the related audited consolidated statements of income, shareholders’ equity and cash flowsflows for such year, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, together with respect a certification by the chief financial officer of the Borrower or chief financial officer of REIT, on the Borrower’s behalf, that the information contained in such financial statements fairly presents the financial position of REIT including its Subsidiaries, taken as a whole, and accompanied by an auditor’s report prepared without qualification as to the consolidated financial statements, certified scope of the audit by Ernst & Young LLP or by other a nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In additionaccounting firm; provided, simultaneously therewithhowever, the Borrower shall provide may satisfy its obligations to deliver the Banks with a written statement from such Accountants financial statements described in this §7.4(a) by furnishing to the effect that they have read Agent a copy of this AgreementREIT’s annual report on Form 10-K in respect of such fiscal year together with the financial statements required to be attached thereto, provided REIT is required to file such annual report on Form 10-K with the Securities and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if Exchange Commission and such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultfiling is actually made; (b) as soon as practicablewithin ten (10) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal (3) calendar quarters of each fiscal year of the Borroweryear, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower as REIT including its Subsidiaries, at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income, unaudited consolidated balance sheet and cash flowsflows for the portion of REIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal chief financial or accounting officer of the Borrower (the “CFO” REIT or the “CAO”) chief financial officer of REIT, on the Borrower’s behalf, that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly presentposition of REIT including its Subsidiaries, in all material respectstaken as a whole, the consolidated financial condition of the Borrower as at the close of business on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and absence of footnotes); provided, however, the exclusion Borrower may satisfy its obligations to deliver the financial statements described in this §7.4(b) by furnishing to the Agent a copy of detailed footnotesREIT’s quarterly report on Form 10-Q in respect of such fiscal quarter together with the financial statements required to be attached thereto, provided REIT is required to file such quarterly report on Form 10-Q with the Securities and Exchange Commission and such filing is actually made; (c) simultaneously with the delivery of the financial statements referred to in (a§§7.4(a) and 7.4(b), (bi) abovea statement (a “Compliance Certificate”) certified by the chief financial officer or treasurer of the Borrower or the chief financial officer or treasurer of REIT, a certificate on the Borrower’s behalf, in the form of Exhibit D I hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date and (ii) a statement of Funds From Operations and Adjusted FFO for the relevant period. The Borrower shall submit with the Compliance Certificate an Unencumbered Pool Certificate in the form of Exhibit H attached hereto (an “Compliance Unencumbered Pool Certificate”) signed pursuant to which the Borrower shall calculate (x) the amount of the Unencumbered Asset Value of each Unencumbered Pool Asset, and (y) the Unencumbered Pool Aggregate Asset Value, each as of the end of the immediately preceding calendar quarter. All income, expense and value associated with Real Estate or other Investments acquired or disposed of during any quarter will be adjusted, where applicable. Such Unencumbered Pool Certificate shall specify whether there are any defaults under leases at an Unencumbered Pool Asset; (d) simultaneously with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b), (i) a schedule detailing the Net Operating Income for each of the Unencumbered Pool Assets for each such calendar quarter (such schedule to be in form reasonably satisfactory to the Agent), and (ii) any other evidence reasonably required by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in Agent to determine compliance with the covenants contained in §§7, 8 9 and 9 hereof as the other covenants covered by the Compliance Certificate; (e) simultaneously with the delivery of the end financial statements referred to in §§7.4(a) and 7.4(b) above, a statement in form and substance reasonably satisfactory to Agent (i) listing the Real Estate owned or leased by REIT and its Subsidiaries (or in which REIT or any of its Subsidiaries owns an interest) and stating the applicable period location thereof and setting forth in reasonable detail computations evidencing such compliance the MSA thereof (with respect to Unencumbered Pool Assets only), the covenants contained date acquired, the aggregate acquisition cost for all such Real Estate, the building age, ownership type (fee simple or Ground Lease), if such Real Estate is leased pursuant to a Ground Lease, the remaining term of such Ground Lease and any renewal options thereunder, the identity of the property manager thereof (with respect to Unencumbered Pool Assets only), the identity of the Tenant thereof (and whether such Tenant is an Investment Grade Tenant) and any guarantor of such Tenant’s obligations under the applicable Lease, other financial information for such Tenant and such guarantor in Borrower’s or a Guarantor’s possession, and scheduled rents, lease expiration dates, renewal options, tenant improvement allowances which are outstanding and payable by the landlord under such Lease and other material terms of the lease(s) applicable to such Real Estate (such as termination options and purchase options), (ii) listing the Indebtedness of REIT and its Subsidiaries (excluding Indebtedness of the type described in §9 hereof §8.1(a) through 8.1(d) and that no Default or Event 8.1(f)), which statement shall include, without limitation, a statement of Default exists, provided that if the Borrower shall at the time of issuance original principal amount of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of DefaultIndebtedness and the current amount outstanding, the Borrower shall include holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is Recourse Indebtedness or Non-Recourse Indebtedness, and (iii) listing the Real Estate owned or leased by Borrower, the Guarantors and their Subsidiaries (or in which Borrower, any Guarantor, or any of their Subsidiaries owns an interest) which are Land Assets or Development Properties, and for each Development Property providing a brief summary of the status of such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretodevelopment; (df) promptly following the filing Agent’s request, after they are filed with the Internal Revenue Service or mailing thereofother applicable Governmental Authority, copies of all income tax returns and amendments thereto of the Borrower and REIT; (g) notice of any material audits pending or threatened in writing with respect to any tax returns filed by REIT or any of its Subsidiaries promptly following notice of such audit; (h) upon the Agent’s or any Lender’s written request, evidence reasonably satisfactory to the Agent of the timely payment of all real estate taxes for the Unencumbered Pool Assets; (i) with respect to each Tenant qualifying as an Investment Grade Tenant pursuant to clause (b) of the definition thereof, on or before the anniversary of the last Investment Grade Tenant Certificate was delivered to Agent for such Tenant, an updated Investment Grade Tenant Certificate and supporting Implied Credit Analysis for such Tenant; (j) promptly upon becoming aware thereof, notice of a financial nature filed change in the credit rating of REIT, Borrower or any Investment Grade Tenant given by a Rating Agency or any announcement that any rating of REIT, Borrower or an Investment Grade Tenant is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency; (k) within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion; (l) promptly upon the Securities request of Agent, copies of any registration statements (other than the exhibits thereto and Exchange Commission any registration statements on Form S-8 or sent its equivalent) and any annual, quarterly or monthly reports and other statements of REIT which are not publicly available; (m) without limiting the terms of §2.11 and §2.12, a completed and executed Beneficial Ownership Certification if requested by the Agent or any Lender at any time the Agent or such Lender determines that it is required by law to the Borrower’s and its Subsidiaries’ stockholders generallyobtain such certification; and (en) from time to time time, such other financial data and other information in the possession of REIT or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against REIT or any of its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports for the Unencumbered Pool Assets (to the extent in Borrower’s possession), and information as to zoning and other legal and regulatory changes affecting the Borrower, any of Guarantor or any Unencumbered Property Subsidiary) as the Banks Agent may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.request;

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, the consolidated and combined balance sheet of the Borrower and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements and combined statement of operationsincome and consolidated and combined statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial and combined statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this AgreementGAAP, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultaudited by an independent certified public accountant; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated and combined balance sheet and statement of operations of the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated and combined statement of income and consolidated and combined statement of cash flowsflow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal chief financial officer or accounting officer treasurer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the chief financial officer or treasurer of the Borrower in substantially the form of Exhibit D EXHIBIT C hereto (the “a "Compliance Certificate”") signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoSection 10; (d) promptly following as soon as practicable after the filing or mailing thereof, copies of all material of a financial nature statements, disclosure statements, reports and proxies filed with the Securities and Exchange Commission or sent to the stockholders of the Borrower’s ; (e) as soon as practicable, but in any event not later than thirty (30) days after the filing of the 10K of the Borrower, annual income statements, balance sheets and cash flow statements for the immediately succeeding fiscal year of the Borrower and its Subsidiaries’ stockholders generallySubsidiaries delivered to the Administrative Agent; (f) as soon as practicable notice of the Borrower's and SLC's intent to cause the Shareholder Distribution to occur; and (eg) from time to time such other additional information regarding the financial data and other information as any position of the Banks Borrower and its Subsidiaries as the Administrative Agent may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 ninety-five (95) days after the end of each fiscal year of the BorrowerCompany, or Xxxxxxx Xxxxxxxxx, as the case may be: (i) the consolidated balance sheet of the Borrower Company, as at the end of such fiscal year, ; (ii) the consolidated statements statement of income and consolidated statement of cash flowsflows of the Company for such fiscal year; (iii) the balance sheet of Xxxxxxx Xxxxxxxxx, as at the end of such fiscal year ; and (iv) the statement of income and statement of cash flows of Xxxxxxx Xxxxxxxxx for such fiscal year. Each of the related consolidated balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of operationsitems (i) and (ii), each setting set forth in comparative form the figures for the previous fiscal year, all such consolidated financial statements to ; (II) be in reasonable detail, detail and prepared in accordance with GAAP and, with respect to based on the consolidated financial statements, certified records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and be accompanied by (or be delivered concurrently with the “Accountants”financial statements under this Section 6.2(a). In addition) a certification by the principal financial or accounting officer of the Company or Xxxxxxx Xxxxxxxxx, simultaneously therewithas the case may be, that the Borrower information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of Xxxxxxx Xxxxxxxxx, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows Xxxxxxx Xxxxxxxxx, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to scope, by PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and, in the case of items (i) and (ii), shall provide be accompanied by (or be delivered concurrently with the Banks with financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such Accountants accountants to the effect that they have read a copy in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Agreement, and that, in making Credit Agreement as to accounting matters (provided that such accountants may also state that the examination necessary to said certification, they have obtained no audit was not directed primarily toward obtaining knowledge of any Default or Event of Defaultsuch noncompliance), or, if such Accountants accountants shall have obtained knowledge of any then existing Default or Event of Default such noncompliance, they shall disclose in such statement any such Default or Event noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of Defaultany such noncompliance; (b) as soon as practicable, but in any event not later than 60 fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, copies of (i) the unaudited interim condensed consolidated balance sheet and statement of operations of the Borrower Company as at the end of such fiscal quarter, subject to year-end adjustments, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flowsflow of the Company for such fiscal quarter and for the portion of the Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with GAAP (Rule 10-01 of Regulation S-X of the Securities and Exchange Commission, and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the extent GAAP is applicable to interim unaudited financial statements) with Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presentCompany that, in all material respects, the consolidated financial condition opinion of management of the Borrower as at the close Company, all adjustments necessary for a fair presentation of business on the date thereof and (A) the results of operations of the Company for the period then endedperiods covered thereby, (B) the financial position of the Company at the date thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of Xxxxxxx Xxxxxxxxx; (d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) above, a certificate statement certified by the principal financial officer, treasurer or general counsel of the Company in substantially the form of Exhibit D H hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof Section 8 and that no Default or Event of Default exists(if applicable) reconciliations to reflect changes in GAAP since December 31, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto2010; (de) promptly following after the filing or mailing thereofsame are available, copies of all material of a each annual report, proxy, if any, or financial nature filed with the Securities and Exchange Commission statement or other report or communication sent to the Borrower’s holders of Equity Securities of the Company who are not Affiliates of the Company, and its Subsidiaries’ stockholders generallycopies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and (ef) from time to time such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at xxx.xxxxxxxxxxxxxxxxx.xxx or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information as provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the Banks foregoing, and who may reasonably request through be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent. The Borrower hereby authorizes each Bank Agent and the Banks to disclose treat such Company Materials as not containing any material non-public information obtained pursuant with respect to this Agreement to all appropriate governmental regulatory authorities where required by law; the Company or its securities for purposes of United States Federal and state securities laws (provided, however, this authorization that to the extent such Company Materials constitute Information, they shall not be deemed treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a waiver portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any rights Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to object to the disclosure by the Banks of xxxx any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinCompany Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, the consolidated audited balance sheet sheets of the Borrower as and of the Company at the end of such year, consolidated and the related audited statements of operations and statements of cash flows, flows and the related consolidated statements of operationsFunds From Operations and taxable income for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGenerally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, with respect to the consolidated financial statements, certified and accompanied by an auditor's report prepared without qualification by Ernst & Young LLP or by other nationally recognized another independent auditors selected by certified public accountant reasonably acceptable to the Agent; provided, however, that for so long as the Borrower and reasonably satisfactory to the Administrative Agent (Company are filing form 10-K with the “Accountants”). In addition, simultaneously therewithSEC, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read delivery of a copy thereof pursuant to paragraph (e) of this Agreement, and that, in making the examination necessary ss.7.4 shall be deemed to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultsatisfy this paragraph (a); (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, copies of the consolidated unaudited balance sheet and statement of operations sheets of the Borrower and of the Company as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement unaudited statements of cash flowsoperations and statements of Funds From Operations and estimated taxable income for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) Generally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at and of the close of business Company on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments adjustments); provided, however, that for so long as the Borrower and the exclusion Company are filing form 10-Q with the SEC, the delivery of detailed footnotesa copy thereof pursuant to paragraph (e) of this ss.7.4 shall be deemed to satisfy this paragraph (b); (c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for the Unencumbered Properties, prepared on a basis consistent with the statements furnished pursuant to ss.6.4 (c), and certified by a Responsible Officer of the Company and, at the time of the annual financial statements referred to in subsection (a) above, and, if requested by the Agent, at the time of quarterly financial statements referred to in subsection (b) above, a statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Property listed by address; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement in the form of Exhibit D C hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as a Responsible Officer of the end of the applicable period Company and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained herein and (if applicable) reconciliations to reflect changes in §9 hereof Generally Accepted Accounting Principles since the Balance Sheet Date; (e) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and that no Default or Event Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of Default existseach fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall at the time of issuance of deliver such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith statements to the Banks a certificate specifying Agent simultaneously with the nature and period of existence filing thereof and what action with the Borrower proposes to take with respect theretoSEC; (df) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the Borrower’s shareholders of the Company or to the limited partners of the Borrower and its Subsidiaries’ stockholders generally; andcopies of all corporate press releases promptly upon the issuance thereof; (eg) from time to time such other financial data and other information as any of the Banks Agent may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; providedincluding, howeverwithout limitation, this authorization shall not be deemed to be a waiver financial statements of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinUnconsolidated Entities.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the BorrowerGuarantor, the consolidated balance sheet of the Borrower Guarantor and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements statement of operationsincome and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, with respect and certified, without qualification and without an expression of uncertainty as to the consolidated financial statementsability of the Guarantor and its Subsidiaries to continue as going concerns, certified by Ernst & Young KPMG LLP or by other nationally recognized independent auditors selected by the Borrower and certified public accountants reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultAgent; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerGuarantor and its Subsidiaries, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower Guarantor and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flowsflow for the portion of the fiscal year of the Guarantor and its Subsidiaries then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) Guarantor that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business Guarantor and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) upon the reasonable request of the Administrative Agent, consolidating financial statements of the type referred to in subsections (a) and (b) above for the Subsidiaries of the Guarantor on an aggregated basis (i.e., consolidating with respect to the group of Subsidiaries), all in reasonable detail and prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Guarantor that the information contained in such consolidating financial statements fairly presents the financial position of each of the relevant Person(s) on the date thereof (subject, in the case of those financial statements referred to in subsection (b), to year-end adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial or accounting officer of the Guarantor in substantially the form of Exhibit D hereto (the a “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof 10 and that no Default or Event of Default exists, provided that (if applicable) reconciliations to reflect changes in GAAP since the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBalance Sheet Date; (di) promptly following contemporaneously with the filing or mailing thereof, copies of all public filings containing material of a financial nature filed with the Securities and Exchange Commission or with any national securities exchange or sent to the Borrower’s stockholders of any Loan Party or any of its respective Subsidiaries and (ii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any of its respective Subsidiaries’ stockholders generally, copies of each public notice or other public correspondence received from the Securities and Exchange Commission or any national securities exchange concerning any investigation or possible investigation or other inquiry by such agency regarding any financial or other operational results of any Loan Party or any of its respective Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (f) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above and, in any case, simultaneously with the delivery of the Loan Request in accordance with §2.4, a Borrowing Base Report setting forth the Borrowing Base as of the end of the immediately preceding calendar month or as of the date of the Loan Request, as applicable; (g) simultaneously with the delivery of the items referred to in subsection (f) above, a container equipment report containing the following information: (i) a separate listing of the number of Containers owned, rented, leased or managed by each of the Borrower and the Guarantor (listing which Container is owned by which entity), together with monthly utilization rate and per diem rental rate information with respect to such Containers in form and detail satisfactory to the Administrative Agent; (ii) the types of container equipment which are then included in the Collateral; (iii) the aggregate Net Book Value of the container equipment then included in the Collateral; and (iv) the aggregate Original Equipment Cost of the container equipment then included in the Collateral; and (eh) from time to time such other financial data and other information (including accountants’ management letters) as the Administrative Agent or any Lender may reasonably request. Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties or any of their respective Subsidiaries hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Xxxxxxxxxx.xxx or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or their securities) (each, a “Public Lender”). Each Loan Party hereby agrees that so long as any Loan Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the Banks may reasonably request through word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent. The , the Arranger and the Lenders to treat the Borrower hereby authorizes each Bank Materials as not containing any material non-public information with respect to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; Loan Party or its securities for purposes of United States Federal and state securities laws (provided, however, this authorization that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in §16.4); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing or anything to the contrary contained herein, the Borrower shall not be deemed under any obligation to be a waiver of any rights to object to the disclosure by the Banks of any such information which xxxx the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinMaterials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver or cause to be delivered to the BanksAgent with sufficient copies for each of the Lenders: (a) as soon as practicablewithin five (5) days of the filing of REIT’s Form 10-K with the SEC, butif applicable, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borrowercalendar year, the consolidated audited Consolidated balance sheet of the Borrower as REIT and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flowsflows for such year, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, together with respect a certification by an Authorized Officer or the chief financial officer or accounting officer of the REIT that the information contained in such financial statements fairly presents in all material respects the financial position of the REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the consolidated financial statements, certified scope of the audit by Ernst & Young LLP a member firm of KPMG International Cooperative or by other another nationally recognized independent auditors selected accounting firm reasonably approved by the Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultAgent; (b) as soon as practicablewithin five (5) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than 60 sixty (60) days after the end of each of the first three fiscal quarters calendar quarter of each fiscal year of the Borroweryear, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower REIT and its Subsidiaries, as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income and cash flowsflows for the portion of the REIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by an Authorized Officer or the principal chief financial officer or accounting officer of the Borrower (the “CFO” or the “CAO”) REIT that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, presents in all material respects, respects the consolidated financial condition position of the Borrower as at the close of business REIT and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement (a “Compliance Certificate”) certified by an Authorized Officer or the chief financial officer or chief accounting officer of REIT in the form of Exhibit D G hereto (or in such other form as the “Compliance Certificate”Agent may approve from time to time) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance or non-compliance (as the case may be) with respect to the covenants contained in §9 setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date, with the Compliance Certificate for the quarter ending March 31, 2015 being prepared by the REIT on a good faith estimated basis. REIT shall submit with the Compliance Certificate an Unencumbered Asset Pool Certificate in the form of Exhibit F attached hereto pursuant to which the REIT shall calculate the amount of the Unencumbered Asset Pool Availability as of the end of the immediately preceding calendar quarter. All income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Net Operating Income for such calendar quarter for each of the Eligible Real Estate Assets, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by an Authorized Officer or the chief financial officer or chief accounting officer of REIT that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include information contained in such certificate or otherwise deliver forthwith to statement fairly presents in all material respects Net Operating Income of the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoEligible Real Estate Assets for such periods; (d) promptly following simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $10,000,000 or more of the Borrowers and their Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a Rent Roll for each of the Eligible Real Estate Assets and a summary thereof in form reasonably satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a listing of each tenant that has taken occupancy of such Eligible Real Estate Asset during each calendar quarter (including the fourth calendar quarter in each year), and (ii) a copy of each material Lease or material amendment to any material Lease entered into with respect to an Eligible Real Estate Asset during such calendar quarter (including the fourth calendar quarter in each year); (f) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, to the extent not included in public filings by or on behalf of REIT, and upon request by Agent, a statement (i) listing the material Real Estate owned by the Borrowers and their Subsidiaries (or in which the Borrowers or their Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrowers and their Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrowers and their Subsidiaries which are Development Properties and providing a brief summary of the status of such development; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission nature, reports or proxy statements sent to the Borrower’s owners of Parent Borrower or REIT; (h) to the extent requested by Agent, copies of all annual federal income tax returns and amendments thereto of the Borrowers; (i) promptly upon the filing hereof, copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its Subsidiaries’ stockholders generallyequivalent) and any annual, quarterly or monthly reports and other statements and reports which Parent Borrower or REIT shall file with the SEC; (j) to the extent requested by Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Eligible Real Estate Assets; (k) not later than January 31 of each year, a budget and business plan for the Borrowers and their Subsidiaries for such calendar year; and (el) from time to time such other financial data and other information in the possession of the Borrowers or their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrowers and any settlement discussions relating thereto, property inspection and environmental reports and information as any of to zoning and other legal and regulatory changes affecting the Banks Borrowers) as the Agent may reasonably request through the Administrative Agentrequest. The Borrower hereby authorizes each Bank Any material to disclose any information obtained be delivered pursuant to this Agreement §7.4 may be delivered electronically directly to all appropriate governmental regulatory authorities where required by law; providedAgent and the Lenders provided that such material is in a format reasonably acceptable to Agent, however, this authorization and such material shall not be deemed to be a waiver have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request of any rights Agent, Borrowers shall deliver paper copies thereof to object Agent and the Lenders. Borrowers authorize Agent and Arrangers to the disclosure by the Banks of disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information which dissemination system, and the Borrower has or may have under Borrowers release Agent and the federal Right to Financial Privacy Act of 1978, as Lenders from any liability in effect from time to time, except as to matters specifically permitted thereinconnection therewith.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent with sufficient copies for each of the Lenders which the Agent shall promptly deliver to each of the Lenders: (a) as soon as practicableNot later than 15 days following the filing of REIT’s Form 10K with the Securities and Exchange Commission for each fiscal year, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borrowercalendar year, the consolidated audited Consolidated balance sheet of the Borrower as REIT and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flowsflows for such year, and the related consolidated statements of operations, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, together with respect a certification by an Authorized Officer or the chief financial officer or accounting officer of the REIT that the information contained in such financial statements fairly presents in all material respects the financial position of the REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the consolidated financial statements, certified scope of the audit by Ernst & Young Cherry Bekaert LLP or by other another nationally recognized independent auditors selected by accounting firm, and any other information the Agent may reasonably request to complete a financial analysis of Borrower and reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultits Subsidiaries; (b) as soon as practicableNot later than 15 days following the filing of REIT’s Form 10Q with the Securities and Exchange Commission for the first three fiscal quarters, but in any event not later than 60 sixty (60) days after the end of each calendar quarter (or 90 days in the case of the first three fiscal quarters year end) of each fiscal year of the Borroweryear, copies of the unaudited consolidated balance sheet and statement of operations of the REIT and its Subsidiaries and the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income and cash flowsflows for the portion of the REIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) GAAP, together with a certification by an Authorized Officer or the principal chief financial officer or accounting officer of the Borrower (the “CFO” or the “CAO”) REIT that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, presents in all material respects, respects the consolidated financial condition position of the Borrower as at the close of business REIT and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above an executed Borrowing Base Availability Certificate in the form of Exhibit F and a statement (a “Compliance Certificate”) certified by an Authorized Officer or the chief financial officer or chief accounting officer of REIT in the form of Exhibit G hereto (or in such other form as the Agent may reasonably approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9. REIT shall submit with the Compliance Certificate a Borrowing Base Availability Certificate in the form of Exhibit F attached hereto pursuant to which the REIT shall calculate the amount of the Borrowing Base Availability as of the end of the immediately preceding calendar quarter. All income, expense, debt and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Net Operating Income for such calendar quarter for each of the Collateral Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by an Authorized Officer or the chief financial officer or chief accounting officer of REIT that the information contained in such statement fairly presents in all material respects Net Operating Income of the Collateral Properties for such periods; (d) simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000 or more of the Loan Parties which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit, but excluding any customary carve-out guaranties and environmental indemnities); (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a certificate Rent Roll for each of the Collateral Properties and a summary thereof in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof reasonably satisfactory to Agent as of the end of each calendar quarter (including the applicable period fourth calendar quarter in each year), (ii) an operating statement for each of the Collateral Properties for each such calendar quarter and setting forth year to date and a consolidated operating statement for the Collateral Properties for each such calendar quarter and year to date (such statements and reports to be in reasonable detail computations evidencing such compliance form reasonably satisfactory to Agent), including (if requested by Agent) a receivables aging report, and (iii) a copy of each Lease or material amendment to any Lease entered into with respect to a Collateral Property during such calendar quarter (including the covenants contained fourth calendar quarter in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoeach year); (df) promptly following the filing or mailing thereof, copies of all material of a financial nature filed simultaneously with the Securities and Exchange Commission or sent to the Borrower’s and its Subsidiaries’ stockholders generally; and (e) from time to time such other financial data and other information as any delivery of the Banks may reasonably financial statements referred to in subsections (a) and (b) above, upon request through by Agent, a statement (i) listing the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure Real Estate owned by the Banks of any such information Loan Parties and their Subsidiaries (or in which the Borrower has Loan Parties or may have under their Subsidiaries owns an interest) and stating the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinlocation thereof and the date acquired.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the Borrower, the consolidated audited balance sheet of the Borrower as and of the Company at the end of such year, consolidated statements of cash flows, and the related consolidated statements audited statement of operationsincome, statement of changes in shareholders, equity and statement of Funds From Operations and taxable income for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGenerally Accepted Accounting Principles on a consolidated basis including the Borrower, with respect to the consolidated financial statementsCompany and the Related Companies, certified and accompanied by an auditor's report prepared without qualification by Ernst & Young LLP or by other nationally recognized another independent auditors selected by the Borrower and certified public accountant reasonably satisfactory acceptable to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultAgent; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year quarter of the Borrower, copies of the consolidated unaudited balance sheet and statement of operations sheets of the Borrower as at the end of such quarter, subject to year-end adjustments, and the related consolidated unaudited statement of cash flowsincome, statement of changes in shareholders' equity and statement of Funds From Operations and estimated taxable income for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) Generally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at and of the close of business Company on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and adjustments), provided, however, that such information with respect to the exclusion of detailed footnotesquarter ended September 30, 1997 shall be delivered by December 29, 1997; (c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company; (d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement in the form of Exhibit D C hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as a Responsible Officer of the end of the applicable period Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date; (f) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such compliance fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of the SEC with respect to the covenants contained in §9 hereof and that no Default or Event of Default existsfiscal quarter ended September 30. 1997), provided that if the Borrower shall at the time of issuance of deliver such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith statements to the Banks a certificate specifying Agent simultaneously with the nature and period of existence filing thereof and what action with the Borrower proposes to take with respect theretoSEC; (dg) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the Borrower’s shareholders of the Company or to the limited partners of the Borrower and its Subsidiaries’ stockholders generally; andcopies of all press releases (except local press releases relating to specific properties) promptly upon the issuance thereof; (eh) from time to time such other financial data and other information (including accountants' management letters) as any of the Banks Agent may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.request;

Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to the BanksAgent: (a) as soon as practicable, but, but in any event not later than 100 ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower as Trust and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in shareholder’s equity and cash flowsflows for the year then ended, and the related consolidated statements of operationsin each case, each setting forth in comparative form the figures as of the end of and for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP (which may be provided by inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent), and, in each case, accompanied by an auditor’s report prepared without qualification by the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with respect to (i) a certification by the consolidated principal financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by accounting officer of the Borrower and reasonably satisfactory the Trust that the information contained in such financial statements fairly presents the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Administrative Agent Agent) and (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with ii) a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of DefaultDefault under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default or Default, Event of Default or such facts or circumstances, they shall disclose make disclosure thereof in such statement any such Default or Event of Defaultstatement; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each of the first three its March 31, June 30 and September 30 fiscal quarters of each fiscal year of the Borrowerquarters, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower Trust and its Subsidiaries, as at the end of such quarter, subject to year-end adjustments, and the related unaudited consolidated statement statements of income, changes in shareholders’ equity and cash flowsflows for the portion of the Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the extent GAAP is applicable to interim unaudited financial statements) Agent), together with a certification by the principal financial or accounting officer of the Borrower (and the “CFO” or the “CAO”) Trust that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business Trust and its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the results of operations for the period then ended, Agent) (subject to year-end adjustments none of which shall be materially adverse and the exclusion absence of detailed footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); (c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Borrower as true and correct; (d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, a rent roll and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Borrower as true and correct; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate Certificate of Compliance in the form of Exhibit D C hereto (the “Compliance Certificate”) signed by the CFO chief financial or the CAO or accounting officer of the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof and that no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto10; (df) promptly following as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary; (g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower or any Subsidiary Guarantor for borrowed money (other than the Term Loan), to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group; (h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the Borrower’s stockholders of the Trust; (i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Trust, copies of the Form 10-K statement filed by the Trust with the SEC for such fiscal year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each fiscal quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that, in either case, if the SEC has granted an extension for the filing of such statements, the Trust shall deliver such statements to the Agent within ten (10) days after the filing thereof with the SEC; (j) in the case of the Borrower and the Trust, as soon as practicable, but in any event not later than thirty (30) days prior to the end of each of their respective fiscal years, a business plan for the next fiscal year (including pro forma projections for such period); (k) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries’ stockholders generallySubsidiaries as of the end of any applicable fiscal year; and (el) from time to time such other financial data and other information about the Borrower, the Trust, the Subsidiary Guarantors, their respective Subsidiaries, the Real Estate Assets (including the Eligible Borrowing Base Properties), the Pledged Equity Interests and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request. Without limitation of the Banks may reasonably foregoing, at the request through of the Administrative Agent. The , the Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object will deliver to the disclosure by Agent information relating to (i) the Banks determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any such information which Eligible Borrowing Base Property, (iii) insurance coverage and (iv) compliance with the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as financial covenants set forth in effect from time to time, except as to matters specifically permitted therein§10.

Financial Statements, Certificates and Information. The Borrower Credit Parties will deliver to the BanksAdministrative Agent and the Term Lenders: (a) as soon as practicable, but, but in any event not no later than 100 ninety (90) days after the end of each fiscal year of the BorrowerFiscal Year, (i) the consolidated balance sheet of the Borrower Intersections and its Subsidiaries, as at the end of such year, consolidated statements of cash flowsFiscal Year, and the related consolidated statements of income or operations, cash flows, and shareholders' equity for such Fiscal Year, each setting forth in comparative form the figures for the previous fiscal year, Fiscal Year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consistently applied and such consolidated financial statements, statements to be audited and accompanied by a report and opinion prepared in accordance with generally accepted auditing standards by independent certified by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and public accountants reasonably satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants and certified without qualification and without expression of uncertainty as to the effect that they have read a copy ability of this AgreementIntersections and its Subsidiaries to continue as going concerns, and that(ii) a Compliance Certificate duly executed by a Financial Officer of Intersections, which, among other things, (A) attaches and certifies to the foregoing consolidated financial statements, accountants statements, management letters and a management discussion and analysis prepared in making connection with such financial statements, (B) certifies that the examination necessary information contained in such consolidating financial statements fairly presents in all material respects the financial condition of the Intersections and its Subsidiaries on the dates indicated therein, (C) appends calculations of the financial covenants set forth in Section 7.12 during such Fiscal Year and to said certificationthe extent applicable, they and specifying whether Intersections and its Subsidiaries have obtained complied with Section 7.12, and (D) states that such Financial Officer has reviewed this Agreement and the other Loan Documents and has no knowledge of any Default or Event of DefaultDefault during such Fiscal Year, or, or if such Accountants shall have obtained knowledge of any then existing Financial Officer has such knowledge, specifying each Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultand the nature thereof; (b) as soon as practicable, but in any event not no later than 60 forty-five (45) days after the end of each of Fiscal Quarter (commencing with the first three fiscal quarters Fiscal Quarter ending March 31, 2017 and including the last Fiscal Quarter of each fiscal year Fiscal Year), (i) the unaudited quarterly consolidated and consolidating (to the extent specified below) financial statements of the BorrowerIntersections and its Subsidiaries for such Fiscal Quarter, copies of including the consolidated and consolidating balance sheet of Intersections and statement of operations of the Borrower its Subsidiaries, as at the end of such quarterFiscal Quarter, subject to year-end adjustmentsthe related consolidated and consolidating statement of income or operations, and the related consolidated statement of cash flowsflows for such Fiscal Quarter and for the portion of the Fiscal Year then ended, all each such financial statements setting forth in reasonable detail comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, each, prepared in accordance with GAAP consistently applied and (ii) a Compliance Certificate duly executed by a Financial Officer of Intersections, which, among other things, (A) attaches and certifies to the extent GAAP is applicable to interim unaudited foregoing financial statements, (B) with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) certifies that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present, presents in all material respects, respects the consolidated financial condition of the Borrower as at the close of business Intersections and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion absence of detailed footnotes; ), (C) sets forth in comparative form the results for and through such Fiscal Quarter with the most recent projections delivered to the Administrative Agent pursuant to Section 6.04(d), (D) appends calculations of the financial covenants set forth in Section 7.12(a) through (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a certificate in the form of Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower for Intersections and its Subsidiaries are in compliance with for the covenants contained in §§7, 8 and 9 hereof Reference Period ended as of the end last day of such Fiscal Quarter or for the relevant period of determination, specifying whether Intersections and its Subsidiaries have complied with Section 7.12(a) through (c), (E) sets forth (if applicable) reconciliations to reflect changes in GAAP since the date of the applicable period last audited financial statements of Intersections and setting forth in reasonable detail computations evidencing its Subsidiaries, and (F) states that such compliance with respect to Financial Officer has reviewed this Agreement and the covenants contained in §9 hereof other Loan Documents and that has no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of DefaultDefault during such Fiscal Quarter, or if such Financial Officer has such knowledge, specifying each Default or Event of Default and the nature thereof to the Administrative Agent's reasonable satisfaction; (c) as soon as practicable, but in any event no later than thirty (30) days after the end of each Fiscal Month (excluding the last Fiscal Month of each Fiscal Year, which shall be provided no later than forty-five (45) days after the end of such Fiscal Quarter), (i) the unaudited monthly consolidated and consolidating (to the extent specified below) financial statements of Intersections and its Subsidiaries for such Fiscal Month, including the consolidated and consolidating balance sheet of Intersections and its Subsidiaries, as at the end of such Fiscal Month, the Borrower shall include related consolidated and consolidating statement of income or operations, and the related consolidated statement of cash flows for such Fiscal Month and for the portion of the Fiscal Year then ended, each such financial statements setting forth in such certificate or otherwise deliver forthwith comparative form the figures for the corresponding Fiscal Month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, each, prepared in accordance with GAAP consistently applied (subject to year-end adjustments and the absence of footnotes) and (ii) a Compliance Certificate duly executed by a Financial Officer of Intersections attaching calculations of the financial covenant set forth in Section 7.12(a), and in form and substance acceptable to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto;Administrative Agent. (d) as soon as practicable, but in any event no later than forty-five (45) days after the end of (i) each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis prepared in connection with the financial statements of Intersections and its Subsidiaries for such Fiscal Quarter and (ii) the last Fiscal Quarter of each Fiscal Year, a preliminary report regarding operations and performance for such Fiscal Quarter; (e) as soon as practicable, but in any event no later than ninety (90) days after the end of each Fiscal Year, a certificate duly executed by a Financial Officer certifying that the Credit Parties have materially complied at all times with the CFPB Consent Order or the CFPB Compliance Plan; (f) by not later than the last day of each Fiscal Year, a draft of an annual business plan and projections for Intersections and its Subsidiaries for the following Fiscal Year on a monthly basis (such projections to include consolidated and consolidating balance sheets, statements of cash flows, statements of income or operations of Intersections and its Subsidiaries, in each case prepared on a month-by-month basis and such other matters reasonably requested by the Administrative Agent) and by no later than sixty (60) days after the end of each fiscal year, a final copy of such annual business plan and projections, reflecting the same scope of information and level of detail contained in the draft business plan and projections previously delivered, approved by the board of directors of Intersections; (g) promptly upon receipt thereof, copies of any detailed audit reports, regulatory audits, financial control reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Credit Parties by independent accountants or internal auditors in connection with any audit of any of them; (h) immediately, and in any event within five (5) Business Days after receipt by a member of Senior Management thereof by any Credit Party or any Subsidiary thereof, copies of each notice or other correspondence received from any Governmental Authority concerning any investigation or possible investigation or other inquiry by such agency; (i) promptly following the filing reasonable request of the Administrative Agent, a report summarizing the insurance coverage in effect for each Credit Party and promptly following the modification, renewal, replacement of any insurance policy of any Credit Party, updated insurance certificates and endorsements evidencing such coverage; (j) promptly after the delivery or mailing receipt thereof, copies of all material of a financial nature filed notices, reports and other communications delivered or received by any Credit Party in connection with the Securities Subordinated Debt Documents; (k) as soon as practicable, but in any event no later than ten (10) days following the end of each Fiscal Quarter (or more frequently at the election of the Credit Parties), updated Schedules 5.07, 5.08, 5.17, 5.18, 5.20 and Exchange Commission or sent Schedule 6 to the Borrower’s Perfection Certificate and its Subsidiaries’ stockholders generallyin substantially the same form as the most recent schedule of the same delivered to the Administrative Agent to the Administrative Agent's reasonable satisfaction; and (el) promptly following a request therefor, from time to time such other financial data and other information as the Administrative Agent or any of the Banks Term Lender may reasonably request through the Administrative Agentrequest. The Borrower hereby authorizes each Bank Documents required to disclose any information obtained be delivered pursuant to the terms of this Agreement (to all appropriate governmental regulatory authorities where required by lawthe extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Intersections posts such documents, or provides a link thereto, on Intersections' website on the Internet at Intersections' website address; provided, however, this authorization Intersections shall not promptly notify the Administrative Agent in writing (which may be deemed to be a waiver by Electronic Medium) of any rights to object to the disclosure by the Banks posting of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereindocuments.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to the BanksLender: (a) as As soon as practicable, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower as at the end of such yearsheets, consolidated statements of income, changes in capital and cash flows, and the related consolidated statements of operationsflows for such year for each Borrower, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGenerally Accepted Accounting Principles, and reviewed by an accounting firm reasonably acceptable to Lender (and for purposes hereof, Lender agrees that Easley, Endres, Xxxxxxxx & Brackendorff, P.C. is an acceptable accounting firm), and any other information Lender may reasonably require to complete a financial analysis of Borrowers, together with respect to the consolidated financial statements, certified by Ernst & Young LLP or by other nationally recognized independent auditors selected a certification by the Borrower and reasonably satisfactory to principal financial or accounting officer of Borrowers that the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose information contained in such statement any such Default or Event financial statements fairly presents the financial position of DefaultBorrowers on the date thereof; (b) as As soon as practicable, but in any event not later than 60 sixty (60) days after the end of each fiscal quarter of Borrowers, the first three fiscal quarters balance sheets of each fiscal year of the Borrower, copies of the consolidated balance sheet and statement of operations of the Borrower as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement statements of income, changes in capital and cash flows for the portion of the fiscal year then elapsed on an aggregated basis, all (except for the changes in capital and cash flows, all in reasonable detail and ) prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) Generally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) Borrowers that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business Borrowers on the date thereof and the results of operations for the period then ended, (subject to year-year end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously Simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement (a “Compliance Certificate”) certified by the chief executive officer, chief financial officer, principal finance or accounting officer of Borrowers in the form of Exhibit D B hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in evidencing compliance with the covenants contained in §§7, 8 Article VII and 9 hereof as of the end of the applicable period other covenants described therein and setting forth in reasonable detail computations evidencing further certifying that such compliance with respect officer has caused this Agreement to the covenants contained in §9 hereof be reviewed and that has no Default or Event of Default exists, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of DefaultDefault in the performance or observance of any of the provisions hereof during such Fiscal Quarter or at the end of such year, the Borrower shall include in or, if such certificate officer has such knowledge, specifying each Default or otherwise deliver forthwith to the Banks a certificate specifying Event of Default and the nature and period of existence thereof and what action the Borrower proposes to take with respect theretothereof; (d) promptly following the filing or mailing thereof, copies of all material of a financial nature filed Simultaneously with the Securities delivery of the financial statements referred to in subsection (b) above, a current rent roll for each Project and Exchange Commission or sent to the Borrower’s a status report on leasing activities at each Project, in such form and its Subsidiaries’ stockholders generallycontaining such detail as Lender shall reasonable require; and (e) from From time to time such other financial data and other information in the possession of the Borrowers (including without limitation auditors’ management letters, market comparable studies, property inspection and environmental reports and information as any of the Banks to zoning and other legal and regulatory changes affecting Borrowers) as Lender may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 one hundred (100) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, consolidated statements of cash flows, and the related consolidated statements statement of operationsincome and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial and consolidating statements to be in reasonable detail, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect to the consolidated financial statements, statements certified without qualification by Ernst Deloitte & Young LLP Touche or by other nationally recognized independent auditors selected by the Borrower and reasonably certified public accountants satisfactory to the Administrative Agent (the “Accountants”). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of DefaultAgent; (b) as soon as practicable, but in any event not later than 60 forty-eight (48) days after the end of each of the first three (3) fiscal quarters of each the fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flowsflow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit EXHIBIT D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the applicable covenants contained in §9 hereof ss.9 and that no Default or Event of Default exists, provided that (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBalance Sheet Date; (d) promptly following contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Borrower’s and its Subsidiaries’ stockholders generally; and; (e) within three (3) Business Days after the end of each calendar month, a Borrowing Base Report setting forth the Borrowing Base as at the end of such month; PROVIDED, HOWEVER, that either the Borrower or the Agent may elect to convert to weekly reporting by giving the Agent or the Borrower, as the case may be, thirty (30) days prior written notice and may re-convert to monthly reporting by giving the Agent or the Borrower, as the case may be, thirty (30) days prior written notice; (f) within fifteen (15) days after the end of each calendar month, an Accounts Receivable aging report; (g) from time to time such other financial data and other information as any upon request of the Banks may reasonably request through Agent, projections of the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object and its Subsidiaries updating those projections delivered to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right and referred to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinss.

Financial Statements, Certificates and Information. The Borrower US Guarantor will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 100 ninety-five (95) days after the end of each fiscal year of the Borrower, US Guarantor: (i) the consolidated balance sheet of the Borrower US Guarantor, as at the end of such fiscal year; (ii) the consolidating balance sheet of the US Guarantor, listing each Consolidated Subsidiary and each Excluded Fund, as at the end of such fiscal year; (iii) the consolidated statement of income and consolidated statement of cash flows of the US Guarantor for such fiscal year; and (iv) the consolidating statement of income only (and not the consolidating statements of cash flowsflow) of the US Guarantor, listing each Consolidated Subsidiary and each Excluded Fund for such fiscal year. Each of the related consolidated balance sheets and statements of operations, each setting delivered under this Section 6.4(a) shall (I) set forth in comparative form the figures for the previous fiscal year, all such consolidated financial statements to ; (II) be in reasonable detail, detail and prepared in accordance with GAAP andbased on the records and books of account maintained as provided in Section 6.3; (III) as to items (i) and (iii) above, with respect to the consolidated financial statements, certified include footnotes or otherwise be accompanied by Ernst & Young LLP or by other nationally recognized independent auditors selected by the Borrower and information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and be accompanied by (or be delivered concurrently with the “Accountants”financial statements under this Section 6.4(a). In addition) a certification by the principal financial or accounting officer of the US Guarantor that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the US Guarantor on the date thereof and consolidated results of operations and consolidated cash flows of the US Guarantor for the periods covered thereby; and (IV) as to items (i) and (iii) above, simultaneously therewithbe certified, without limitation as to scope, by PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Borrower Administrative Agent, and shall provide be accompanied by (or be delivered concurrently with the Banks with financial statements under this Section 6.4(a)) a written statement from such Accountants accountants to the effect that they have read a copy in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the US Guarantor has failed to comply with the terms, covenants, provisions or conditions of Section 6.3, Section 7, and Section 8 of this Agreement, and that, in making Credit Agreement as to accounting matters (provided that such accountants may also state that the examination necessary to said certification, they have obtained no audit was not directed primarily toward obtaining knowledge of any Default or Event of Defaultsuch noncompliance), or, if such Accountants accountants shall have obtained knowledge of any then existing Default or Event of Default such noncompliance, they shall disclose in such statement any such Default or Event noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of Defaultany such noncompliance; (b) as soon as practicable, but in any event not later than 60 fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerUS Guarantor, copies of (i) the unaudited interim condensed consolidated balance sheet and statement of operations of the Borrower US Guarantor as at the end of such fiscal quarter, subject to year-end adjustments, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flowsflow of the US Guarantor for such fiscal quarter and for the portion of the US Guarantor’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the US Guarantor’s most recent Form 10-K filed with the Securities and Exchange Commission (subject to the application of accounting principles as of the implementation date of, and with respect to, Financial Accounting Standards Board Interpretative No. 46-Revised) and prepared in accordance with GAAP (Rule 10-01 of Regulation S-X of the Securities and Exchange Commission, and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the extent GAAP is applicable to interim unaudited financial statements) with Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presentUS Guarantor that, in all material respects, the consolidated financial condition opinion of management of the Borrower as at the close US Guarantor, all adjustments necessary for a fair presentation of business on the date thereof and (A) the results of operations of the US Guarantor for the period then endedperiods covered thereby, (B) the financial position of the US Guarantor at the date thereof, and (C) the cash flows of the US Guarantor for periods covered thereby have been made (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the principal financial officer, treasurer or general counsel of the US Guarantor in substantially the form of Exhibit D H hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof Section 8 and that no Default or Event of Default exists(if applicable) reconciliations to reflect changes in GAAP since December 31, provided that if the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto2006; (d) promptly following after the filing or mailing thereofsame are available, copies of all material of a each annual report, proxy, if any, or financial nature filed with the Securities and Exchange Commission statement or other report or communication sent to the Borrower’s holders of Equity Securities of the US Guarantor who are not Affiliates of the US Guarantor, and its Subsidiaries’ stockholders generallycopies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the US Guarantor may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and (e) from time to time such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request. (f) Documents required to be delivered pursuant to Section 6.4(a), (b), (c) or (d) (to the extent any such financial statements, reports or proxy statements are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the US Guarantor posts such documents, or provides a link thereto on the US Guarantor’s internet website at xxx.xxxxxxxxxxxxxxxxx.xxx or such other information as replacement website of which the US Guarantor has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the US Guarantor’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the US Guarantor shall deliver paper copies of such documents to the Administrative Agent or any Bank who requests, in writing, the US Guarantor to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Bank and (ii) the US Guarantor shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the Banks may reasonably request through posting of any such documents. Notwithstanding anything contained herein, in every instance the US Guarantor shall be required to provide paper copies of the certificates or statements of officers required by Section 6.4(a), (b) or (c) to the Administrative Agent. The Borrower hereby authorizes Except for such certificates or statements of officers, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the US Guarantor with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver it or maintaining its copies of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereindocuments.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the BanksAgent with sufficient copies for each of the Lenders which will be delivered by Agent to Lenders: (a) as soon as practicable, but, but in any event not later than 100 seventy-five (75) days after the end of each fiscal year of the Borrower, commencing with the consolidated fiscal year ending December 31, 2005, the audited Consolidated balance sheet of the Borrower as EPR and its Consolidated Subsidiaries at the end of such year, consolidated statements of cash flows, and the related consolidated audited Consolidated statements of operationsincome, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andGAAP, and accompanied by an auditor's report prepared without qualification as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to EPR may be satisfied by delivery of the consolidated financial statementsForm 10-K of EPR filed with the SEC, certified provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by Ernst & Young LLP or by other nationally recognized independent auditors selected by reference within the Borrower and reasonably satisfactory filings then being delivered to the Administrative Agent (the “Accountants”be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent). In addition, simultaneously therewith, the Borrower shall provide the Banks with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and thatany other information the Agent may reasonably request to complete a financial analysis of the Borrower, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultand EPR's Subsidiaries; (b) as soon as practicable, but in any event not later than 60 forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the first three fiscal quarters of each fiscal year of the Borrower, copies of the consolidated unaudited Consolidated balance sheet and statement of operations of the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement unaudited Consolidated statements of income and cash flowsflows for the portion of Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to EPR and its Subsidiaries for the extent GAAP is applicable first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of EPR filed with the SEC provided, however, that in no event shall any reference to interim unaudited financial statements) any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the principal chief financial officer or accounting officer of the Borrower (the “CFO” or the “CAO”) that the consolidated information contained in such financial statements are prepared in accordance with GAAP (to fairly presents the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition position of the Borrower as at the close of business and its Subsidiaries on the date thereof and the results of operations for the period then ended, (subject to year-end adjustments and the exclusion of detailed footnotesadjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement (a "Compliance Certificate") certified by the chief financial officer or chief accounting officer of Borrower in the form of Exhibit D K hereto (or in such other form as the “Compliance Certificate”Agent may approve from time to time) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance or non-compliance (as the case may be) with respect to the covenants contained in §9 hereof ss.9 and that no Default or Event the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Default exists, provided that if Exhibit J attached hereto pursuant to which the Borrower shall at calculate the time amount of issuance the Borrowing Base as of such the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of the Borrowing Base Property Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Borrowing Base Properties, prepared on a basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or at any other time obtain knowledge chief accounting officer of any Default or Event of Default, Borrower that the Borrower shall include information contained in such certificate or otherwise deliver forthwith to statement fairly presents the Banks a certificate specifying Borrowing Base Property Net Operating Income of the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBorrowing Base Properties for such periods; (d) promptly following contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) upon reasonable request by the Agent on behalf of any Lender, as soon as practicable but in any event not later than forty-five (45) days after the end of the most recent fiscal quarter of Borrower (including the fourth fiscal quarter in each year), a Consolidated operating statement for the Borrowing Base Properties and as requested by Agent or any Lender, a Rent Roll for each of the Borrowing Base Properties and a copy of each Lease or amendment entered into with respect to a Borrowing Base Property during such quarter; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission nature, reports or proxy statements sent to the shareholders of the Borrower’s ; (g) Intentionally deleted; (h) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (i) Intentionally Deleted; (j) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Borrowing Base Properties; (k) not later than November 15 of each year, the Consolidated cash flow projections of the Borrower and its Subsidiaries’ stockholders generally; andSubsidiaries for the next three years; (el) from time to time such other financial data and other information in the possession of the Borrower or its Subsidiaries (including without limitation auditors' management letters, status of litigation or investigations against the Borrower and any settlement discussions relating thereto, property inspection and environmental reports and information as any of to zoning and other legal and regulatory changes affecting the Banks Borrower) as the Agent may reasonably request through the Administrative Agentrequest. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be deemed confidential or subject to be a waiver work-product privilege so that the Agent and the Lenders receive the same level of any rights disclosure from the Borrower with respect to object such matters as has been made prior to the disclosure by Closing Date. (m) promptly upon their becoming available, copies of all registration statements and regular periodic reports, if any, that Borrower shall have filed with the Banks Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. (n) as soon as is reasonably practicable, but in any event not later than forty-five (45) days after the end of any such information which each fiscal quarter (including the Borrower has or may have under fourth quarter), statements of Exhibitor's EBITDAR for the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinprior quarter and for the trailing four quarters.

Financial Statements, Certificates and Information. The Borrower will deliver to the Agent (and the Agent will in turn deliver to each of the Banks:): (a) as soon as practicable, but, but in any event not later than 100 one hundred twenty (120) days after the end of each fiscal year of the Borrower, (i) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated statements statement of operationsincome and consolidated statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated financial statements to be in reasonable detail, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect to the consolidated financial statements, and certified without qualification by Ernst & Young PricewaterhouseCoopers LLP or by other nationally recognized independent auditors selected by the Borrower and certified public accountants reasonably satisfactory to the Administrative Agent (the “Accountants”). In additionAgent, simultaneously therewith, the Borrower shall provide the Banks together with a written statement certification from such Accountants accountants to the effect that they have read a copy of this Agreement, Credit Agreement and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, or if such Accountants shall accountants have obtained such knowledge of any then existing Default or Event of Default they shall disclose in such 66 -58- statement any such Default or Event of Default; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; and (ii) the unaudited consolidating balance sheets of the Borrower and its Subsidiaries prepared along management reporting lines as at the end of such year, and the related unaudited consolidating (except with respect to cash flow) statements of income for such Persons, each setting forth in comparative form the figures for the previous fiscal year and all such consolidating statements to be in reasonable detail, prepared by management in accordance with the past financial practice of the Borrower and its Subsidiaries and with a certification by the chief financial officer, treasurer or controller of the Borrower that such financial statements fairly present the financial condition of the Borrower and its Subsidiaries on the date thereof and the results of operations of the Borrower and its Subsidiaries for the period covered thereby; (b) as soon as practicable, but in any event not later than 60 sixty (60) days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, and not later than ninety (90) days after the end of the fourth fiscal quarter in each fiscal year of the Borrower, copies of the unaudited consolidated and consolidating balance sheet and statement of operations sheets of the Borrower and its Subsidiaries as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement and consolidating statements of income and consolidated statements of cash flowsflow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles (to the extent GAAP is applicable to interim unaudited financial statements) except for provisions for footnotes and year-end adjustments), and in each case together with a certification by the principal chief financial officer, treasurer or accounting officer controller of the Borrower (the “CFO” or the “CAO”) that the consolidated such financial statements are prepared in accordance with GAAP (to fairly present the extent GAAP is applicable to interim unaudited financial statements) and fairly present, in all material respects, the consolidated financial condition of the Borrower as at the close of business and its Subsidiaries on the date thereof (subject to the foregoing) and the results of operations of the Borrower and its Subsidiaries for the period then ended, subject to year-end adjustments and the exclusion of detailed footnotescovered thereby; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a certificate statement certified by the chief financial officer, treasurer or controller of the Borrower in substantially the form of Exhibit D hereto I (the “"Compliance Certificate”") signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period hereto and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in §9 hereof Section 11 and that no Default or Event of Default exists, provided that (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect theretoBalance Sheet Date; (d) as soon as practicable, but in any event within fifteen (15) Business Days after the end of each calendar month, a Borrowing Base Report setting forth the Borrowing Base calculated as at the end of such calendar month; (e) promptly following and in any event within twenty (20) days of the filing or mailing thereof, copies of all material reports or filings of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Borrower’s ; (f) not later than thirty (30) days after the beginning of each fiscal year of the Borrower, the annual budget of the Borrower and its Subsidiaries’ stockholders generally; and; (eg) promptly upon receipt thereof, copies of all accountants' management letters received by the Borrower or any of its Subsidiaries; (h) from time to time upon reasonable request by the Agent, but no more frequently than annually, projections of the Borrower and its Subsidiaries updating those projections referred to in Section 8.4.5 or any other projections delivered pursuant to this Section 9.4(h); (i) not later than thirty (30) days prior to the beginning of each fiscal year of the Borrower, a proposed Environmental Budget for the forthcoming fiscal year, which shall be a forecast of (but not a restriction on) expenditures of the Borrower and its Subsidiaries in respect of environmental matters for such forthcoming fiscal year; provided that if any material expenditures occur (or are reasonably expected by the Borrower or its Subsidiaries to occur) during such forthcoming fiscal year that are not reflected in the Environmental Budget for such fiscal year, the Borrower shall notify the Agent and the Banks of the relevant facts and circumstances within thirty (30) days of obtaining knowledge thereof, and if requested in writing by the Majority Banks shall prepare and deliver to the Agent and each of the Banks an appropriately revised Environmental Budget; and (j) from time to time, such other financial data and other information as the Agent or any of the Banks Bank may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted thereinrequest.